~~UNITED~~As filed ~~STATES~~with ~~SECURITIES~~the ~~AND~~Securities ~~EXCHANGE~~and ~~COMMISSION~~Exchange ~~Washington,~~Commission ~~D.C.~~on ~~20549~~May 3, 2022

File No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Capstone Technologies Group, Inc.

~~DESIGNER~~Capstone Technologies ~~EXPORT~~Group, ~~INC~~Inc. ~~(Exact name of registrant as specified in its charter)~~

Nevada	~~5130~~	~~68-0678185~~3357
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
(State or jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

217529 Red ~~Pulawska~~Oak ~~St, Suite 23~~ Lane ~~Lublin~~Charlotte, ~~Poland~~NC 2028226 702-~~051~~578-2238

~~Tel.~~(Address, including ~~+48-223896676~~zip code, and telephone number, including area code,

~~Fax.~~of registrant’s ~~+48-224853458~~principle executive offices)

~~(Address~~Matheau J. ~~and~~W. ~~telephone~~Stout, ~~number~~Esq. 201 ofInternational ~~principal~~Circle, ~~executive~~Suite ~~offices)~~ 230

~~Incorp Services~~Hunt Valley, ~~Inc.~~Maryland 21030

~~375~~(410) 429-7076 (Name, ~~North~~address, ~~Stephanie~~including Stzip code, ~~Suite~~and ~~1411~~telephone number, including area code,

~~Henderson,~~of agent ~~Nevada~~for ~~89014-8909~~service)

~~Tel.~~Approximate date ~~(702) 866-2500~~of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

~~Fax. (702)~~If any ~~866-2689~~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(~~Name~~b) under the Securities Act, ~~address~~please check the following box and ~~telephone~~list the Securities Act registration statement number of ~~agent~~the earlier effective registration statement for ~~service)~~the same offering. ☐

1If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Approximate~~If this ~~date~~Form ofis ~~proposed~~a ~~sale~~post-effective amendment filed pursuant to Rule 462(d) under the ~~public:~~Securities asAct, ~~soon~~check asthe ~~practicable~~following ~~after~~box and list the Securities ~~effective~~Act ~~date~~registration statement number of ~~this~~the ~~Registration~~earlier ~~Statement~~effective registration statement for the same offering. ☐

IfIndicate by ~~any~~check ofmark whether the ~~securities~~registrant ~~being~~is ~~registered~~a onlarge ~~this~~accelerated ~~Form~~filer, ~~are~~an toaccelerated befiler, ~~offered~~a onnon-accelerated filer, a ~~delayed~~smaller reporting company or ~~continuous~~an ~~basis~~emerging ~~pursuant~~growth tocompany. ~~Rule~~See ~~415~~the ~~under~~definitions ~~the~~of ~~Securities~~“large ~~Act~~accelerated offiler,” ~~1933~~“accelerated filer,” “smaller ~~check~~reporting company” and “emerging growth company” in Rule 12b-2 of the ~~following~~Exchange ~~box |X|~~Act. (Check one):

IfLarge ~~this~~accelerated ~~Form~~filer is☐ ~~filed~~Accelerated tofiler ~~register~~☐ ~~additional~~Non-accelerated ~~securities~~filer ~~for~~☐ anSmaller ~~offering~~reporting ~~pursuant~~company to☒ ~~Rule~~Emerging ~~462(b)~~growth ~~under~~company ~~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 an ~~this~~emerging ~~Form~~growth iscompany, aindicate ~~post-effective~~by ~~amendment~~check ~~filed~~mark ~~pursuant~~if tothe ~~Rule~~registrant ~~462(c)~~has ~~under~~elected ~~the~~not ~~Securities~~to ~~Act,~~use ~~check~~ the ~~following~~extended ~~box~~transition ~~and~~period ~~list~~for ~~the~~complying with ~~Securities~~any ~~Act~~new ~~registration~~or ~~statement~~revised ~~number~~financial ofaccounting ~~the~~standards ~~earlier~~provided ~~effective~~pursuant ~~registration~~to ~~statement~~Section ~~for~~7(a)(2)(B) of the ~~same~~Securities ~~offering~~Act. ~~|__|~~ ☐

IfThe Registrant hereby amends this ~~Form~~registration isstatement aon ~~post-effective~~such ~~amendment~~date ~~filed~~or ~~pursuant~~dates toas ~~Rule~~may ~~462(d)~~be ~~under~~necessary ~~the~~to ~~Securities~~delay ~~Act,~~its ~~check~~effective date until the Registrant ~~following~~shall ~~box~~file ~~and~~a ~~list~~further ~~the~~amendment ~~Securities~~which ~~Act~~specifically states that this registration statement ~~number~~shall thereafter become effective in accordance with Section 8(a) of the ~~earlier~~Securities ~~effective~~Act of 1933 or until the registration statement ~~for~~shall become effective on such date as the ~~same~~Commission, ~~offering. |__|~~acting pursuant to said Section 8(a), may determine.

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):PRELIMINARY PROSPECTUS

Capstone Technologies Group, Inc.

~~Large~~Capstone Technologies ~~accelerated~~Group, ~~filer~~Inc.

~~|__|~~4,000,000 Shares of Common Stock Offered by the Company

~~Accelerated~~$2.50 per ~~filer~~share

~~|__|~~This is the initial public offering of our common stock, par value $0.001 per share. We are selling up to 4,000,000 shares of our common stock.

~~Non-accelerated~~This offering ~~filer~~will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

~~|__|~~We currently expect the initial public offering price of the shares we are offering to be $2.50 per share of our common stock.

~~Smaller~~The Company ~~reporting~~is quoted on the OTC Pink market and there is a limited established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

|Investing in Xour |common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasing any shares in this offering. This prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

~~(Do~~The offering ~~not~~is ~~check~~being ifconducted on a ~~smaller~~self-underwritten, ~~reporting~~best ~~company)~~efforts basis, which means our management will attempt to sell the shares being offered hereby on behalf of the Company. There is no underwriter for this offering.

~~CALCULATION~~Completion of OFthis ~~REGISTRATION~~offering ~~FEE~~is not subject to us raising a minimum offering amount. We do not have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER UNIT (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (2)	AMOUNT OF REGISTRATION FEE (2)
Common Stock	1,510,000	$0.05 per share	$75,500	$4.21

Any purchaser of common stock in the offering may be the only purchaser, given the lack of a minimum offering amount.

(1)	Determined arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

~~THE~~Neither the ~~REGISTRANT~~Securities ~~HEREBY~~and ~~AMENDS~~Exchange ~~THIS~~Commission ~~REGISTRATION~~nor ~~STATEMENT~~any ONstate ~~SUCH~~securities ~~DATE~~commission ORhas ~~DATES~~approved ASor ~~MAY~~disapproved BEthese ~~NECESSARY~~securities, TOor ~~DELAY~~determined if ~~ITS~~this ~~EFFECTIVE~~prospectus ~~DATE~~is ~~UNTIL~~truthful ~~THE~~or ~~REGISTRANT~~complete. ~~SHALL~~Any ~~FILE~~representation Ato ~~FURTHER~~the ~~AMENDMENT~~contrary ~~WHICH~~is ~~SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(~~a) OFcriminal ~~THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE~~offense.

~~SUBJECT~~The Company TOdoes ~~COMPLETION,~~not ~~Dated~~plan ~~September~~to ~~24,~~use ~~2009~~this offering prospectus before the effective date.

2Proceeds to Company in Offering

PROSPECTUS Designer Export, Inc. 1,510,000 SHARES COMMON STOCK

	Number of Shares		Offering Price (1)		Underwriting Discounts & Commissions		Gross Proceeds

Per Share
25% of Offering Sold		1,000,000	$	2.50	$	0	$	2,500,000
50% of Offering sold		2,000,000	$	2.50	$	0	$	5,000,000
75% of Offering Sold		3,000,000	$	2.50	$	0	$	7,500,000
Maximum Offering sold		4,000,000	$	2.50	$	0	$	10,000,000

~~The~~(1) ~~selling~~Assuming ~~shareholders~~an ~~named~~initial inpublic ~~this prospectus are~~ offering ~~all~~price of ~~the~~$2.50 ~~shares~~per ofshare, ~~common~~as ~~stock~~set ~~offered~~forth ~~through~~on ~~this~~the ~~prospectus~~cover ~~for~~page ~~a period~~ of upthis ~~to two years from the effective date~~prospectus.

~~Our~~TABLE OF ~~common stock is presently not traded on any market or securities exchange.~~ CONTENTS

----------------

	Page

OFFERING SUMMARY, PERKS AND RISK FACTORS	5
OFFERING SUMMARY	5
The Offering	5
Investment Analysis	6
RISK FACTORS	6
DILUTION	17
USE OF PROCEEDS TO ISSUER	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
Results of Operations	23
Off-Balance Sheet Arrangements	24
Critical Accounting Policies	24
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	29
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	30
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	32
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	33
SECURITIES BEING OFFERED	34
DISQUALIFYING EVENTS DISCLOSURE	35
ERISA CONSIDERATIONS	35
SECTION F/S FINANCIAL STATEMENTS	38
SIGNATURES	39

~~THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 7~~ - ~~13.~~ 3-

~~The~~ABOUT THIS 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. PROSPECTUS

~~The~~In making ~~selling~~your ~~shareholders~~investment ~~will~~decision, ~~sell~~you ~~our~~should ~~shares~~only atrely $0on the information contained in this prospectus.05 ~~per~~We ~~share~~have ~~until~~not ~~our~~authorized ~~shares~~anyone to ~~are~~provide ~~quoted~~you onwith ~~the~~any ~~OTC~~other ~~Bulletin~~or ~~Board,~~different ~~and~~information. ~~thereafter~~If atanyone ~~prevailing~~provides ~~market~~you ~~prices~~with information that is different from, or ~~privately~~inconsistent with, ~~negotiated~~the ~~prices. We~~information ~~determined~~in this ~~offering~~prospectus, ~~price~~you ~~arbitrarily~~should bynot ~~adding~~rely aon $0it.03 ~~premium~~We tobelieve the ~~last~~information ~~sale~~in ~~price~~this ofprospectus ~~our~~is ~~common~~materially ~~stock~~complete and tocorrect ~~investors. This~~as ~~offering~~of isthe ~~priced~~date aton the ~~time~~front ofcover. ~~the~~We ~~commencement~~cannot, ofhowever, ~~the~~guarantee ~~offering~~that ~~and~~the ~~must~~information will remain ~~offered~~correct atafter ~~such~~that ~~price~~date. For ~~during~~that ~~the~~reason, ~~entire~~you ~~duration~~should ofassume that the ~~offering~~information ~~until~~in ~~and~~this ~~unless~~prospectus ~~the~~is ~~security~~accurate isonly ~~subsequently~~as ~~listed~~of the date on anthe ~~exchange~~front orcover isand ~~listed~~that it bymay anot ~~market~~still ~~maker~~be accurate on ~~the~~a ~~OTC~~later BBdate. ~~Currently~~ ~~the~~This ~~company~~document may only be used where it is ~~not~~legal soto ~~listed~~sell ~~and~~these ~~there~~securities. The information contained in this prospectus is nocurrent ~~assurance~~only ~~that~~as of its date, regardless of the ~~stock~~time ~~will~~of ~~ever~~delivery beof sothis ~~listed~~prospectus or of any sales of our shares of common stock.

~~There~~You should ~~has been no market for our securities. Our common stock is~~ not ~~traded~~interpret ~~on any exchange or on~~ the ~~Over-the-Counter~~contents ~~market. After the effective date~~ of ~~the~~this ~~registration~~prospectus ~~statement relating~~ to ~~this~~be ~~prospectus~~legal, webusiness, ~~hope~~investment toor ~~have~~tax aadvice. ~~market~~You ~~maker~~should ~~file~~consult ~~an application~~ with ~~FINRA~~your own advisors for ~~our~~that ~~common~~type ~~stock~~of toadvice ~~become~~and ~~eligible~~consult ~~for~~with ~~trading~~them onabout the ~~Over-the-Counter~~legal, ~~Bulletin~~tax, ~~Board. We~~business, dofinancial ~~not~~and ~~yet~~other ~~have~~issues ~~a market maker who has agreed to file such application. There is no assurance~~ that ayou ~~trading market will develop or, if developed, that~~should itconsider before ~~will~~investing ~~be sustained. Consequently,~~in ~~a purchaser of~~ our common stock ~~may find it difficult to resell the securities offered herein should the purchaser desire to do so~~.

~~Neither~~This prospectus ~~the~~does ~~Securities~~not ~~and~~offer ~~Exchange~~to ~~Commission~~sell, ~~nor~~or ~~any~~ask ~~state~~for ~~securities~~offers ~~commission~~to ~~has~~buy, ~~approved~~any orshares ~~disapproved~~ of ~~these~~our ~~securities~~common stock in any state or ~~passed~~other ~~upon~~jurisdiction ~~the~~in ~~adequacy~~which such offer or ~~accuracy~~solicitation ofwould ~~this~~be ~~prospectus. Any~~unlawful ~~representation~~or towhere the ~~contrary~~person making the offer is anot ~~criminal~~qualified ~~offense~~to do so. ~~----------------~~

~~The~~No action ~~Date~~is being taken in any jurisdictions outside the United States to permit a public offering of ~~This~~our ~~Prospectus~~common ~~Is:~~stock ~~September~~or 24possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, ~~2009~~and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” and the “Company” refer to Capstone Technologies Group, Inc.

3-4-

~~Table~~OFFERING SUMMARY, ofPERKS ~~Contents~~AND RISK FACTORS

	PAGE
Summary	5
Risk Factors	7
Forward-Looking Statements	15
Use of Proceeds	16
Determination of Offering Price	16
Dilution	16
Selling Shareholders	16
Plan of Distribution	18
Description of Securities	20
Interest of Named Experts and Counsel	22
Description of Business	22
Legal Proceedings	28
Market for Common Equity and Related Stockholder Matters	29
Plan of Operations	30
Changes in and Disagreements with Accountants	33
Available Information	33
Directors, Executive Officers, Promoters and Control Persons	34
Executive Compensation	36
Security Ownership of Certain Beneficial Owners and Management	37
Certain Relationships and Related Transactions	38
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	38
Financial Statements	38

OFFERING SUMMARY

Type of Stock Offering:		Common Stock

Price Per Share:		$2.50

Minimum Investment:		$50,000.00 per investor (20,000 Shares of Common Stock)

Maximum Offering:		$10,000,000.00. The Company will not accept investments greater than the Maximum Offering amount.

Maximum Shares Offered:		4,000,000 Shares of Common Stock.

Use of Proceeds:		See the description in section entitled “USE OF PROCEEDS TO ISSUER” on page 19 herein.

Voting Rights:		The Shares have full voting rights.

Length of Offering:		Shares will be offered on a continuous basis until either (1) the maximum number of Shares or sold; (2) 180 days from the date of registration by the Commission, (3) if Company in its sole discretion extends the offering beyond 180 days from the date of registration by the Commission, or (4) the Company in its sole discretion withdraws this Offering.

~~Summary~~The Offering

Prospective investors are urged to read this prospectus in its entirety.

Common Stock Outstanding			5,466,570 Shares
Common Stock in this Offering			4,000,000 Shares
Stock to be outstanding after the offering (1)			9,466,570 Shares

~~Designer~~(1) ~~Export,~~The ~~Inc.~~total isnumber aof ~~Poland~~Shares ~~based~~of ~~corporation~~Common ~~that~~Stock ~~intends~~assumes tothat ~~export fashionable apparel products from~~ the ~~USA~~maximum tonumber ~~customers~~of inShares ~~its targeted markets, which currently is Poland. We~~ are asold ~~development stage company and do not have revenues or operations. We have minimal assets and have incurred losses since inception. To date, the only operations we have engaged~~ in ~~are~~this ~~the development of a business plan and execution of sales distribution agreement~~offering. ~~Our auditors have issued a going concern opinion. This means that that there is substantial doubt that we can continue as an ongoing business for the next twelve months.~~

~~Designer Export, Inc intends to purchase both men’s and women’s fashionable apparel at auctions such as E~~-bay.com and MerchandiseLiquidations.com at highly discounted prices and then export them to retail stores in Poland to be sold to the end consumers. All of the exported apparel will always be of the highest retail quality including brands such as: Ralph Lauren, Michael Kors, Nautica, Calvin Klein, Nine West, DKNY, Guess, Elie Tahari, Anne Klein, etc. Management anticipates that the Company will be able to mark5-up our purchased inventory 50%-75% of its actual cost. On June 24, 2009 Sales Distribution Agreement was signed with “Artmex SP J” a Poland based clothing retailer. We are also currently negotiating agreements with other Polish apparel retailers.

WeThe Company ~~were~~may ~~incorporated~~not onbe ~~March~~able ~~31,~~to ~~2009~~sell ~~under~~ the ~~laws~~Maximum ofOffering ~~the state of Nevada~~Amount. ~~Our principal office is located at 21 Pulawska St, Suite 23, Lublin, Poland, 20-051. Our telephone number is +48-223896676, fax number +48-224853458. Our fiscal year end is July 31.~~

5The net proceeds of the Offering will be the gross proceeds of the Shares sold minus the expenses of the offering.

~~The~~Our common ~~Offering:~~stock is quoted on OTCMarkets.com under trading symbol “CATG.” We are not listed on any trading market or stock exchange, and our ability to list our stock in the future is uncertain. Investors should not assume that the Offered Shares will be listed. A consistent public trading market for the shares may not develop.

Securities Being Offered	Up to 1,510,000 shares of common stock.
Offering Price	The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.
Terms of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
Termination of the Offering	The offering will conclude when all of the 1,510,000 shares of common stock have been sold, the shares no longer need to be registered to be sold due to the operation of Rule 144 or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than two years from the effective date of this registration statement.
Securities Issued and to be Issued	1,510,000 shares of our common stock to be sold in this prospectus are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.
Market for the common stock	There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to be come eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

Investment Analysis

6There is no assurance Capstone Technologies Group, Inc. will be profitable, or that management’s opinion of the Company’s future prospects will not be outweighed in the by unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

~~Summary Financial Information~~ RISK FACTORS

The purchase of the Company’s Common Stock involves substantial risks. You should carefully consider the following ~~financial~~risk ~~information~~factors ~~summarizes~~in addition to any other risks associated with this investment. The Shares offered by the ~~more~~Company ~~complete~~constitute ~~historical~~a ~~financial~~highly ~~information~~speculative atinvestment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the ~~end~~Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this ~~prospectus~~Prospectus. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

		As of July 31,2009 (Audited)
Balance Sheet
Total Assets	$	23,096
Total Liabilities	$	299
Stockholders Equity	$	22,797
		Period from March 31, 2009 (date of inception)
		to July 31,2009 (Audited)
Income Statement
Revenue	$	-
Total Expenses	$	803
Net Loss	$	(803	)

The discussions and information in this Prospectus may contain both historical and forward- looking statements. To the extent that the Prospectus contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company’s current expectations.

~~Risk~~Before investing, ~~Factors~~you ~~related~~should tocarefully ~~our~~read ~~Business~~ and ~~Industry~~carefully consider the following risk factors:

~~Please~~Risks Relating ~~consider the following risk factors before deciding~~ to ~~invest in our common stock. Any investment in our common stock is speculative. You should carefully consider~~ the ~~risks~~Company ~~described below~~ and ~~all~~Its of 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 be harmed. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business. If any of these risks materialize, the trading price of our common stock could decline and you may lose all or part of your investment.Business

WEThe Company ~~LACK~~Has ANA ~~OPERATING~~History ~~HISTORY~~of ~~AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY SUSPEND OR CEASE OPERATIONS.~~Losses

WeThe Company ~~were~~has ~~incorporated~~suffered onlosses ~~March~~since ~~31,~~its ~~2009,~~inception and ~~our~~there ~~net~~can ~~loss~~be ~~since~~no ~~inception~~assurance isthat ~~$803~~the Company’s proposed plan of ~~which~~business ~~$504~~can be isrealized ~~for~~in ~~bank~~the ~~charges~~manner contemplated and, ~~$299~~if isit ~~for~~cannot anbe, ~~incorporation~~shareholders ~~service~~may ~~fee. We~~lose ~~have~~all ~~very~~or ~~little~~a ~~operating~~substantial ~~history~~part ~~upon~~of ~~which~~their aninvestment. ~~evaluation~~There is ofno ~~our~~guarantee ~~future~~that ~~success~~it will ever realize any significant operating revenues or ~~failure~~that ~~can~~its operations will ever be ~~made~~profitable.

Based upon current plans, we expect to incur operating losses in the foreseeable future because we will be incurring large expenses and generating small revenues. Failure to generate significant revenues in the future will cause us to go out of business. -6-

7The Company Is Dependent Upon Its Management, Key Personnel and Consultants to Execute the Business Plan

IFThe Company’s WEsuccess DOis ~~NOT~~heavily ~~OBTAIN~~dependent ~~ADDITIONAL~~upon ~~FINANCING~~the continued active participation of the Company’s current executive officer as well as other key personnel and consultants. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company’s business, ~~OUR~~financial ~~BUSINESS~~condition ~~WILL~~or ~~FAIL~~results of operations. Further, the Company’s success and achievement of the Company’s growth plans depend on the Company’s ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the healthy living, healthcare and online industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the Company’s activities, could have a materially adverse effect on it. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company’s business, financial condition or results of operations.

~~While~~Although Dependent atUpon ~~July~~Certain ~~31,~~Key ~~2009~~Personnel, weThe ~~had~~Company ~~cash~~Does onNot ~~hand~~Have ofAny ~~$23,096~~Key weMan ~~have~~Life ~~accumulated~~Insurance aPolicies ~~deficit~~On ofAny ~~$803~~Such in business development and administrative expenses. At this rate, we expect that we will only be able to continue operations for one year without additional funding. We anticipate that additional funding will be needed for general administrative expenses, business development, marketing costs and support materials. We have not generated any revenue from operations to date. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.People

WeThe Company dois ~~not~~dependent ~~currently~~upon ~~have~~management ~~any~~in ~~arrangements~~order ~~for~~to ~~financing. Obtaining~~conduct ~~additional~~its ~~funding~~operations ~~will~~and beexecute ~~subject~~its tobusiness aplan; ~~number~~however, ofthe ~~factors,~~Company ~~including~~has ~~general~~not ~~market~~purchased any ~~conditions,~~insurance ~~investor~~policies ~~acceptance~~with ofrespect ~~our~~to ~~business~~those ~~plan~~individuals ~~and~~in ~~initial~~the ~~results~~event ~~from~~of ~~our~~their ~~business~~death ~~operations~~or disability. ~~These~~ ~~factors~~Therefore, ~~may~~should ~~impact~~any ~~the~~of ~~timing,~~these ~~amount~~key personnel, ~~terms~~management or ~~conditions~~founders ofdie ~~additional~~or ~~financing~~become ~~available~~disabled, tothe ~~us. The~~Company ~~most~~will ~~likely~~not ~~source~~receive ofany ~~future~~compensation ~~funds~~that ~~available~~would toassist uswith issuch ~~through~~person’s absence. ~~the~~The ~~sale~~loss of ~~additional~~such ~~shares~~person ofcould ~~common~~negatively ~~stock~~affect orthe ~~advances~~Company ~~from~~and ~~our~~its ~~sole director~~operations.

WEThe Company ~~FACE~~Is ~~STRONG~~Subject ~~COMPETITION~~To ~~FROM~~Income ~~LARGER~~Taxes ~~COMPANIES~~As ~~AND~~Well ~~DOMESTIC~~As ~~COMPANIES~~Non-Income Based Taxes, ~~WHICH~~Such ~~COULD~~As ~~HARM~~Payroll, ~~OUR~~Sales, ~~BUSINESS~~Use, ~~AND~~Property ~~ABILITY~~And TOGoods ~~OPERATE~~And ~~PROFITABLY~~Services Taxes.

~~The~~Significant judgment ~~wholesale~~is required in determining our provision for income taxes and ~~retail~~other ~~apparel~~tax ~~trading~~liabilities. ~~industry~~In isthe ~~one~~ordinary course of ~~most~~our ~~competitive~~business, there ~~industries~~are inmany transactions and calculations where the ~~world. This~~ultimate ~~industry~~tax determination is ~~highly~~uncertain. ~~fragmented,~~Although ~~but~~the itCompany ~~has~~believes athat ~~number~~our tax ofestimates ~~large~~will ~~corporations~~be reasonable: (i) there is no assurance that ~~operate~~the ~~several~~final ~~thousand~~determination ~~retail~~of ~~locations~~tax ~~throughout~~audits aor ~~country. Larger~~tax ~~corporations~~disputes ~~are~~will not be different from what is reflected in ~~the~~our ~~market~~income tax provisions, expense amounts for ~~businesses~~non-income ~~that~~based taxes and accruals and (ii) any material differences could have ~~established~~an ~~themselves~~adverse aseffect ~~profitable~~on our consolidated financial position and ~~have~~results ~~developed~~of aoperations ~~brand~~in ~~name~~the ~~retail~~period ~~clothing~~or ~~line/locations.~~periods for which determination is made.

The Company ~~market~~Is ~~for~~Not ~~Designer~~Subject ~~products~~To inSarbanes-Oxley ~~the~~Regulations ~~areas~~And ~~that~~Lack we target is relatively new and, to a large extent, unproven, and it is uncertain whether products supplied by Designer Export, Inc. will achieve and sustain high levels of demand and market acceptance. The ~~development~~Financial ofControls ~~the~~And ~~markets~~Safeguards ~~for~~Required ~~Designer~~Of ~~products~~Public ~~will be dependent upon larger corporations and domestic companies~~Companies. Our prospective customers may have traditionally used other products. Our products may be more expensive and customers may decide that the costs of buying our products may outweigh the benefits of doing so. The market in which we operate is highly competitive, and if we fail to compete successfully, our business would be significantly harmed.

8The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

~~COMPETITION~~The Company ~~FOR~~Has ~~POTENTIAL~~Engaged ~~CUSTOMER~~In ~~ACCOUNTS~~Certain ISTransactions ~~INTENSE. FAILURE~~With TORelated ~~COMPETE WILL AFFECT OUR FINANCIAL CONDITION~~Persons.

~~Winning~~Please see ~~key customer accounts early in~~ the ~~growth~~section of ~~the~~this ~~market~~Prospectus ~~will~~entitled be“Interest ~~critical~~of toManagement ~~our ability to grow our business. Competition for potential customer accounts is intense. Failing to obtain orders from potential customers, for competitive reasons or otherwise,~~ and ~~delays~~Others in ~~the~~Certain ~~timing~~Related-Party ofTransactions ~~product shipments under the orders we do obtain, would materially adversely affect our operating results, business~~ and ~~prospects and financial condition.~~Agreements”

~~PRICE~~Changes In ~~COMPETITION~~Employment ~~COULD~~Laws ~~NEGATIVELY~~Or ~~AFFECT~~Regulation ~~OUR~~Could ~~GROSS~~Harm ~~MARGINS~~The Company’s Performance.

~~Price~~Various federal ~~competition~~and ~~could~~state ~~negatively~~labor ~~affect~~laws ~~our~~govern ~~operating~~the ~~results. To~~Company’s ~~respond~~relationship towith ~~competitive pricing pressures, we will have to sell~~ our ~~products~~employees atand ~~lower~~affect ~~prices~~operating ~~in order to retain or gain market share and customers~~costs. If ~~our~~These ~~competitors~~laws ~~offer~~may ~~discounts~~include minimum onwage ~~certain products in the future~~requirements, weovertime ~~will need to lower prices to match the competition~~pay, ~~which~~healthcare ~~could~~reform ~~adversely affect our gross margins~~ and ~~operating~~the ~~results. All~~implementation of ~~our~~various ~~larger~~federal ~~competitors have significantly greater resources than we have~~ and ~~are~~state ~~better~~healthcare ~~able~~laws, tounemployment tax ~~absorb~~rates, ~~losses. Our~~workers’ ~~market~~compensation isrates, ~~new~~citizenship ~~and our business model is unproven~~requirements, ~~which~~union ~~makes~~membership ~~it difficult to evaluate our current business~~ and ~~future~~sales ~~prospects~~taxes. ~~Because~~ ~~this~~A ~~market~~number isof ~~new,~~factors itcould isadversely affect ~~difficult~~our tooperating ~~predict~~results, ~~the~~including ~~future~~additional ~~growth~~government-imposed ~~rate~~increases ~~and~~in ~~size~~minimum ofwages, ~~this~~overtime ~~market. The~~pay, ~~rapidly~~paid ~~evolving~~leaves ~~nature~~ of ~~the~~absence and ~~markets~~mandated inhealth ~~which we intend to sell our products~~benefits, asmandated ~~well~~training asfor ~~other factors that are beyond our control~~employees, ~~reduce~~changing ~~our~~regulations ~~ability~~from tothe ~~accurately~~National ~~evaluate~~Labor ~~our~~Relations ~~future~~Board ~~prospects~~ and ~~forecast~~increased employee ~~quarterly~~litigation ~~or annual performance. We expect that our visibility into future sales of our products,~~ including ~~both~~claims ~~sales~~relating ~~volumes and prices, will continue~~ to bethe ~~limited~~Fair ~~for~~Labor ~~the~~Standards ~~foreseeable future~~Act.

~~IF WE FAIL TO ACCURATELY FORECAST CUSTOMER DEMAND WE MAY HAVE EXCESS OR INSUFFICIENT INVENTORY, WHICH MAY HARM OUR BUSINESS.~~-7-

~~Most~~The Company’s ofBank ~~our~~Accounts ~~customers~~Will ~~will~~Not beBe ~~wholesalers,~~Fully who in turn sell our products to resellers and/or end users, which causes us to have limited visibility into ultimate product demand, making forecasting more difficult. If we overestimate customer demand for our products or if purchase orders are cancelled or shipments delayed, we may end up with excess inventory that we cannot sell, which would harm our financial results.Insured

9The Company’s regular bank accounts and the checking account used for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may eventually exceed those limits at times. In the event that any of Company’s banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

AThe Company’s ~~NUMBER~~Business OFPlan ~~FACTORS,~~Is ~~MANY OF WHICH ARE OUTSIDE OUR CONTROL, MAY CAUSE OR CONTRIBUTE TO SIGNIFICANT FLUCTUATIONS IN OUR REVENUE.~~Speculative

~~Factors~~The Company’s ~~that~~present ~~may~~business ~~cause~~and orplanned ~~contribute~~business toare ~~fluctuations~~speculative inand ~~our~~subject ~~operating~~to ~~results~~numerous risks and ~~revenue~~uncertainties. ~~include:~~There is no assurance that the Company will generate significant revenues or profits.

•The Company Will Likely Incur Debt

The Company has incurred debt and expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the ~~adoption~~Company ~~rate~~and ofon ~~designer~~your ~~products;~~investment.

•The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues

~~fluctuations~~The Company’s operating and other expenses could increase without a corresponding increase in ~~demand~~revenues, ~~for~~which ~~our~~could ~~products;~~have a material adverse effect on the Company’s consolidated financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

•The Company Will Be Reliant On Key Suppliers

~~timing~~The Company intends to enter into agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers. Termination of ~~product~~those ~~shipments;~~agreements, variations in their terms or the failure of a key supplier to comply with its obligations under these agreements (including if a key supplier were to become insolvent) could have a material adverse effect on the Company’s consolidated financial results and on your investment.

•Increased Costs Could Affect The Company

~~declines~~An increase in ~~average~~the ~~selling~~cost of raw materials or energy could affect the Company’s profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials, and packaging materials used by the Company. The Company may also be adversely affected by shortages of raw materials or packaging materials. In addition, energy cost increases could result in higher transportation, freight and other operating costs. The Company may not be able to increase its prices ~~for~~to ~~our~~offset ~~products;~~these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

~~The following factors, among others, affect our ability to forecast accurately our sales:~~-8-

•If We Are Unable To Protect Effectively Our Intellectual Property, We May Not Be Able To Operate Our Business, Which Would Impair Our Ability To Compete

~~delayed~~Our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, ~~reduced~~or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or ~~canceled~~URL. ~~purchase~~Such ~~orders;~~challenges could have a material adverse effect on the Company’s consolidated financial results as well as your investment.

•Computer, Website or Information System Breakdown Could Affect The Company’s Business

~~changes~~Computer, website inand/or information system breakdowns as well as cyber security attacks could impair the ~~specific~~Company’s ~~products~~ability to service its customers leading to reduced revenue from sales and/or ~~quantities~~reputational ~~our~~damage, ~~customers~~which ~~order;~~could have a material adverse effect on the Company’s consolidated financial results as well as your investment.

•Changes In The Economy Could Have a Detrimental Impact On The Company

weChanges in the general economic climate could have ~~limited~~a ~~visibility~~detrimental ~~regarding~~impact ~~the~~on ~~length~~consumer ofexpenditure and therefore on the ~~sales~~Company’s ~~cycle~~revenue. It ~~for~~is ~~our~~possible ~~products~~that recessionary pressures and other economic factors (such as declining incomes, ~~which~~future potential rising interest rates, higher unemployment and tax increases) may ~~negatively~~adversely affect ~~our~~customers’ ~~operating~~confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s consolidated financial results and on your investment.

IFThe Amount WEOf ~~FAIL~~Capital TOThe ~~SUCCESSFULLY~~Company ~~MANAGE~~Is ~~OUR~~Attempting ~~RELASHIONSHIPS~~To ~~WITH~~Raise ~~RESELLERS~~In ~~OUR~~This ~~BUSINESS~~Offering ~~WOULD~~Is BENot ~~HARMED.~~Enough To Sustain The Company’s Current Business Plan

WeIn order ~~may~~to ~~lose~~achieve ~~sales~~the ~~opportunities~~Company’s ifnear ~~we do not successfully develop~~ and ~~maintain~~long-term ~~strategic~~goals, ~~relationships~~the ~~with~~Company ~~resellers of our products. Our relationships with all of our resellers~~ will beneed ~~new,~~to ~~and~~procure wefunds ~~are~~in ~~unable~~addition to ~~predict~~ the ~~extent~~amount ~~to which resellers will be successful~~ raised in ~~marketing~~the ~~and selling our products~~Offering. ~~Also,~~ ~~these~~There ~~relationships~~is ~~may~~no beguarantee ~~terminated~~the atCompany ~~any~~will ~~time. We~~be ~~need~~able to ~~maintain~~raise ~~and~~such ~~expand~~funds ~~our~~on ~~relationships~~acceptable ~~with~~terms ~~these~~or ~~companies,~~at ~~develop additional channels for the distribution and sale of our products and effectively manage these relationships~~all. If we ~~fail~~are ~~to do so, our resellers may decide~~ not able to ~~include~~raise ~~our~~sufficient ~~products~~capital ~~among~~in ~~those~~the ~~that~~future, ~~they~~we ~~sell~~will ~~or they may~~ not ~~make~~be ~~marketing~~able ~~and~~to ~~selling~~execute our ~~products~~business ~~a priority. In addition~~plan, our ~~resellers~~continued ~~may~~operations ~~sell~~will ~~products~~be ~~that~~in ~~are~~jeopardy and ~~competitive~~we ~~with~~may ~~ours. If~~be weforced ~~fail~~ to ~~successfully~~cease ~~manage~~operations ~~our~~and ~~relationships with our resellers, our ability to~~ sell ~~Designer~~or ~~Export~~otherwise ~~products~~transfer ~~into~~all ~~new~~or ~~markets~~substantially ~~and~~all toof ~~increase~~ our ~~penetration~~remaining ~~into~~assets, ~~existing~~which ~~markets~~could cause ~~may~~you beto ~~impaired~~lose ~~and~~all ~~our~~or ~~business~~a ~~would~~portion beof ~~harmed~~your investment.

10-9-

~~OUR~~Additional Financing ~~INTERNATIONAL~~May ~~OPERATIONS~~Be ~~INVOLVE~~Necessary AFor ~~VARIETY~~The OFImplementation ~~RISKS.~~Of Our Growth Strategy

~~Our~~The Company ~~international~~may ~~operations~~require ~~involve~~additional adebt ~~variety~~and/or equity financing to pursue our growth and business strategies. These include, but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of ~~risks~~additional funding could force us to curtail substantially our growth plans. Furthermore, ~~including:~~the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

•Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares

~~unexpected~~Our employees, ~~changes~~executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding type of stock, which may limit your ability and the ability of our other shareholders, whether acting alone or together, to propose or direct the management or overall direction of our Company. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in ~~regulatory~~an ~~requirements~~investor receiving a premium over the market price for his Shares. The majority of our currently outstanding Shares of stock is beneficially owned and controlled by a group of insiders, ~~taxes~~including our employees, ~~trade~~directors, ~~laws~~executive officers and inside shareholders. Accordingly, ~~tariffs~~our employees, ~~export~~directors, ~~quotas~~executive officers and insider shareholders may have the power to control the election of our directors and the approval of actions for which the approval of our shareholders is required. If you acquire our Shares, ~~custom~~you ~~duties~~will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Our principal shareholders may be able to control matters requiring approval by our shareholders, including the election of directors, mergers or other ~~trade~~business ~~restrictions;~~combinations. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

•Our Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove To Be Incorrect, The Company’s Actual Operating Results May Be Materially Different From Our Forecasted Results

~~different~~Whether actual oroperating ~~unique~~results ~~competitive~~and ~~pressures~~business developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a ~~result~~number of factors, ~~among~~many ~~other~~of ~~things,~~which ~~the~~are ~~presence~~outside ofthe ~~local~~Company’s ~~businesses~~control, ~~and~~including, ~~other~~but ~~market~~not ~~players;~~limited to:

•● whether the Company can obtain sufficient capital to sustain and grow its business ● our ability to manage the Company’s growth ● whether the Company can manage relationships with key vendors and advertisers ● demand for the Company’s products and services ● the timing and costs of new and existing marketing and promotional efforts ● Competition ● the Company’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel ● the overall strength and stability of domestic and international economies ● consumer spending habits

Unfavorable changes in aany ~~specific~~of ~~country’s~~these or ~~region~~other factors, most of which are beyond the Company’s ~~political~~control, orcould ~~economic~~materially ~~conditions;~~and adversely affect its business, consolidated results of operations and consolidated financial condition.

We have limited experience in marketing and selling our products abroad. We may not be able to increase or maintain international market demand for our products, which may negatively affect our operating and financial results.-10-

ASTo Date, ~~END~~The ~~USERS~~Company ~~HAVE~~Has ~~LESS~~Had ~~DISCRETIONARY~~Operating ~~INCOME~~Losses ~~DUE~~And TOMay ~~THE~~Not ~~CURRENT~~Be ~~RECESSION~~Initially ~~OUR~~Profitable ~~BUSINESS~~For ~~MAY~~At ~~HAVE~~Least ~~DECLINE~~The INForeseeable ~~REVENUES.~~Future, And Cannot Accurately Predict When It Might Become Profitable

~~Currently,~~The Company ~~the~~has ~~economic~~been ~~condition~~operating inat ~~Poland~~a isloss insince athe ~~recessionary~~Company’s ~~state~~inception. ~~This~~ ~~slowdown~~The inCompany ~~the~~may ~~economy~~not ~~has~~be ~~also~~able ~~greatly~~to ~~impacted~~generate ~~apparel~~significant ~~sales~~revenues in the future. In addition, ~~which~~the ~~has~~Company ~~halted~~expects to ~~historical~~incur ~~lows. Many~~substantial ~~economists~~operating ~~expect~~expenses ~~that~~in ~~this~~order ~~recession~~to ~~will~~fund ~~continue~~the ~~until~~expansion ~~late-2009,~~of atthe ~~which~~Company’s business. ~~point~~As ~~the~~a ~~economy~~result, ~~will~~the ~~begin~~Company aexpects ~~prolonged~~to ~~recovery~~continue ~~period. As~~to ~~such,~~experience ~~our~~substantial ~~business~~negative ~~may~~cash ~~have~~flow afor ~~decline~~at inleast ~~revenues~~the foreseeable future and ~~could~~cannot bepredict ~~harmed~~when, asor ~~end~~even ~~users~~if, ~~have~~the ~~less~~Company ~~discretionary~~might ~~income~~become profitable.

~~OUR~~The Company ~~BUSINESS~~May ~~CAN~~Be BEUnable ~~AFFECTED~~To BYManage ~~CURRENCY~~Its ~~RATE~~Growth ~~FLUCTUATIONS~~Or ASImplement ~~OUR~~Its ~~WHOLESALERS/RESELLERS~~Expansion ~~ARE IN POLAND AND ALL AUCTIONS AND OPERATIONS ARE IN AMERICAN DOLLARS.~~Strategy

~~All~~The Company ofmay ~~our~~not ~~operations~~be inable ~~Poland~~to ~~will~~expand bethe inCompany’s ~~Polish~~product ~~Zloty,~~and ~~while~~service ~~all~~offerings, ~~auctions~~the ~~will~~Company’s bemarkets, inor ~~American~~implement ~~Dollars,~~the soother features weof ~~are~~the ~~affected~~Company’s bybusiness ~~changes~~strategy inat ~~foreign~~the ~~exchange~~rate ~~rates. For~~or to the ~~last~~extent 3presently ~~years~~planned. ~~the~~The ~~Polish~~Company’s ~~Zloty~~projected ~~has~~growth will ~~risen~~place ~~27.3%~~a ~~against~~significant strain on the USCompany’s ~~Dollar~~administrative, operational and financial resources. If wethe ~~are~~Company ~~not~~is ~~able~~ unable to successfully ~~protect~~manage ~~ourselves~~the ~~against~~Company’s ~~those~~future ~~currency fluctuations~~growth, ~~then~~establish ~~our~~and ~~profits~~continue ~~will~~to ~~also~~upgrade ~~fluctuate~~the Company’s operating and ~~could~~financial control ~~cause~~systems, usrecruit toand behire ~~less~~necessary ~~profitable~~personnel or ~~incur~~effectively ~~losses~~manage unexpected expansion difficulties, ~~even~~the ifCompany’s ~~our~~consolidated financial ~~business~~condition isand ~~doing~~consolidated ~~well~~results of operations could be materially and adversely affected.

11The Company Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company’s Proprietary Rights And The Company May Not Be Able To Ensure Their Protection

~~BECAUSE~~The Company ~~OUR~~currently ~~OFFICERS~~relies ~~AND~~on ~~SOLE~~trade ~~DIRECTOR~~secrets. ~~OWN~~While 66the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company’s trade secrets to competitors or other third parties.~~52%~~ OFIn ~~OUR~~addition, ~~ISSUED~~courts ~~AND~~outside ~~OUTSTANDING~~the ~~COMMON~~United ~~STOCK~~States are sometimes less willing to protect trade secrets. Moreover, ~~THEY~~the ~~COULD~~Company’s ~~MAKE~~competitors ~~AND~~may ~~CONTROL~~independently ~~CORPORATE~~develop ~~DECISIONS~~equivalent ~~THAT~~knowledge, ~~MAY~~methods BEand ~~DISADVANTAGEOUS~~know-how. TOIf ~~MINORITY~~the Company ~~SHAREHOLDERS~~is unable to defend the Company’s trade secrets from others use, or if the Company’s competitors develop equivalent knowledge, it could have a material adverse effect on the Company’s business. Any infringement of the Company’s proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company’s proprietary rights could result in the Company’s competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Existing patent, copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect the Company’s proprietary rights to the same extent as do the laws of the United States. Therefore, the Company may not be able to protect the Company’s proprietary rights against unauthorized third-party use. Enforcing a claim that a third party illegally obtained and is using the Company’s trade secrets could be expensive and time consuming, and the outcome of such a claim is unpredictable. Litigation may be necessary in the future to enforce the Company’s intellectual property rights, to protect the Company’s trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company’s future operating results.

Our officers and sole director own approximately 66.52% of the outstanding shares of our common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The Company’s ~~interests~~Business ofModel ~~our~~Is ~~officers and sole director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.~~Evolving

~~BECAUSE~~The Company’s ~~OUR~~business ~~OFFICERS~~model ~~AND~~is ~~SOLE~~unproven ~~DIRECTOR~~and ~~HAVE~~is ~~OTHER~~likely ~~BUSINESS~~to ~~INTERESTS~~continue to evolve. Accordingly, ~~THEY~~the ~~MAY~~Company’s ~~NOT~~initial BEbusiness ~~ABLE~~model may ORnot ~~WILLING~~be TOsuccessful ~~DEVOTE~~and Amay ~~SUFFICIENT~~need ~~AMOUNT~~to OFbe ~~TIME~~changed. TOThe ~~OUR~~Company’s ~~BUSINESS~~ability ~~OPERATIONS~~to generate significant revenues will depend, ~~CAUSING~~in ~~OUR~~large part, ~~BUSINESS~~on TOthe ~~FAIL~~Company’s ability to successfully market the Company’s products to potential users who may not be convinced of the need for the Company’s products and services or who may be reluctant to rely upon third parties to develop and provide these products. The Company intends to continue to develop the Company’s business model as the Company’s market continues to evolve.

Our officers and sole director will only be devoting limited time to our operations. Mr. Tarasevich, our president and sole director, intends to devote 30% of his business time to our affairs. Ms. Paszko, our secretary, will be devoting approximately 20% of her business time to our affairs. Because our officers and sole director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Mr. Tarasevich and Ms. Paszko from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Tarasevich and Ms. Paszko may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.-11-

IFThe Company ~~MR.~~Needs ~~TARASEVICH,~~to ~~OUR~~Increase ~~CHIEF~~Brand EXECUTIVE OFFICER AND SOLE DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER OR A DIRECTOR. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.Awareness

WeDue to ~~depend~~a onvariety ~~the~~of ~~services~~factors, ofthe ~~our~~Company’s ~~Chief~~opportunity ~~Executive~~to ~~Officer~~achieve and ~~sole~~maintain ~~director,~~a ~~Mr.~~significant ~~Mikhail~~market ~~Tarasevich,~~share ~~for~~may ~~the~~be ~~future~~limited. ~~success~~Developing and maintaining awareness of ~~our~~the ~~business. The~~Company’s ~~loss~~brand ofname, ~~the~~among ~~services~~other offactors, Mris critical. ~~Tarasevich~~Further, ~~could~~the ~~have~~importance anof ~~adverse~~brand ~~effect~~recognition will onincrease ~~our~~as ~~business,~~competition ~~financial~~in ~~condition~~the ~~and~~Company’s ~~results~~market ~~of operations~~increases. If heSuccessfully ~~should~~promoting ~~resign~~and orpositioning ~~die~~the weCompany’s ~~will~~brand, products ~~not~~and ~~have~~services awill ~~chief~~depend ~~executive~~largely ~~officer~~on orthe aeffectiveness ~~director. If~~of ~~that~~the ~~should~~Company’s ~~occur,~~marketing ~~until~~efforts. weTherefore, ~~find~~the ~~another~~Company ~~person~~may need to ~~act~~increase asthe ~~our~~Company’s ~~chief~~financial ~~executive~~commitment ~~officer~~to creating and ~~director,~~maintaining ~~our~~brand ~~operations~~awareness. ~~could~~If bethe ~~suspended. In~~Company ~~that~~fails ~~event~~to itsuccessfully promote isthe ~~possible~~Company’s ~~you~~brand ~~could~~name ~~lose~~or ~~your~~if ~~entire~~the ~~investment. We~~Company doincurs ~~not~~significant ~~carry~~expenses ~~any~~promoting ~~key~~and ~~personnel~~maintaining ~~life~~the ~~insurance~~Company’s ~~policies~~brand name, onit ~~Mr.~~would ~~Tarasevich~~have ~~and~~a wematerial doadverse ~~not~~effect ~~have~~on athe ~~contract~~Company’s ~~for~~consolidated ~~his~~results ~~services~~of operations.

12The Company Faces Competition In The Company’s Markets From A Number Of Large And Small Companies, Some Of Which Have Greater Financial, Research And Development, Production And Other Resources Than Does The Company

~~BECAUSE~~In many ~~MR.~~cases, ~~TARASEVICH~~the Company’s competitors have longer operating histories, ~~OUR~~established ~~CHIEF~~ties ~~EXECUTIVE~~to ~~OFFICER~~the ~~AND~~market ~~SOLE~~and ~~DIRECTOR~~consumers, ~~HAS~~greater NObrand awareness, ~~FORMAL~~and ~~TRAINING~~greater INfinancial, ~~FINANCIAL~~technical ~~ACCOUNTING~~and ~~AND~~marketing ~~MANAGEMENT~~resources. The Company’s ability to compete depends, INin ~~THE~~part, ~~FUTURE~~upon a number of factors outside the Company’s control, ~~THERE~~including ~~MAY~~the ~~NOT~~ability BEof ~~EFFECTIVE~~the ~~DISCLOSURE~~Company’s ~~AND~~competitors ~~ACCOUNTING~~to ~~CONTROLS~~develop TOalternatives that ~~COMPLY~~are ~~WITH~~superior. ~~APPLICABLE~~If ~~LAWS~~the ~~AND~~Company ~~REGULATIONS~~fails ~~WHICH~~to ~~COULD~~successfully ~~RESULT~~compete INin ~~FINES~~its markets, ~~PENALTIES~~or ~~AND~~if ~~ASSESSMENTS~~the ~~AGAINST~~Company USincurs significant expenses in order to compete, it would have a material adverse effect on the Company’s consolidated results of operations.

~~Our~~A Data ~~Chief~~Security ~~Executive~~Breach ~~Officer~~Could ~~and~~Expose ~~sole~~The ~~director~~Company ~~Mr.~~To ~~Mikhail~~Liability ~~Tarasevich~~And ~~has~~Protracted noAnd ~~formal~~Costly ~~training in financial accounting and management; however~~Litigation, heAnd isCould ~~responsible~~Adversely ~~for~~Affect ~~our~~The ~~managerial~~Company’s Reputation ~~and~~And ~~organizational~~Operating structure, which will include preparation of disclosure and accounting controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. However, because of the small size of our expected operations, we believe that Mr. Tarasevich will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors.Revenues

UTo the extent that the Company’s activities involve the storage and transmission of confidential information, the Company and/or third-party processors will receive, transmit and store confidential customer and other information.S Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. ~~INVESTORS~~The ~~MAY~~risk ~~EXPERIENCE~~of ~~DIFFICULTIES~~unauthorized INcircumvention ~~ATTEMPTING~~of TOsuch ~~EFFECT~~security ~~SERVICE~~measures OFhas ~~PROCESS~~been heightened ~~AND~~by TOadvances ~~ENFORCE~~in ~~JUDGMENTS~~computer ~~BASED~~capabilities ~~UPON~~and Uthe increasing sophistication of hackers.S Improper access to the Company’s or these third parties’ systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information. ~~FEDERAL~~A ~~SECURITIES~~data ~~LAWS~~security ~~AGAINST~~breach ~~THE~~of ~~COMPANY~~the ~~AND~~systems ~~ITS~~on ~~NON-U~~which sensitive account information is stored could lead to fraudulent activity involving the Company’s products and services, reputational damage, and claims or regulatory actions against us.S If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. ~~RESIDENT~~If ~~OFFICERS~~unsuccessful in ~~AND~~defending ~~DIRECTOR~~that litigation, the Company might be forced to pay damages and/or change the Company’s business practices or pricing structure, any of which could have a material adverse effect on the Company’s operating revenues and profitability. The Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach.

~~While~~The Company weDepends ~~are~~On ~~organized~~Third-Party ~~under~~Providers ~~the~~For ~~laws~~A ofReliable ~~State~~Internet ofInfrastructure ~~Nevada~~And The Failure Of These Third Parties, ~~our~~Or ~~officers~~The ~~and~~Internet In General, For Any Reason Would Significantly Impair The Company’s Ability To Conduct Its Business

~~Director~~The Company iswill ~~non-U.S.~~outsource ~~residents. Consequently,~~some itor ~~may~~all beof ~~difficult~~its ~~for~~online ~~investors~~presence toand ~~affect~~data ~~service~~management ofto ~~process~~third onparties ~~them~~who inhost the ~~United~~actual ~~States~~servers and toprovide power ~~enforce~~and security in ~~the~~multiple ~~United~~data ~~States~~centers ~~judgments~~in ~~obtained~~each ingeographic ~~United~~location. ~~States~~These ~~courts~~third-party ~~against~~facilities ~~them~~require ~~based~~uninterrupted onaccess to the ~~civil~~Internet. ~~liability~~If ~~provisions~~the operation of the ~~United~~servers ~~States~~is ~~securities~~interrupted ~~laws. Since~~for ~~all~~any ~~our~~reason, ~~assets~~including ~~will~~natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be ~~located~~significantly indamaged. ~~Poland~~As ithas occurred with many Internet-based businesses, the Company may be ~~difficult~~subject orto ~~impossible~~‘denial-of-service’ attacks in which unknown individuals bombard its computer servers with requests for Udata, thereby degrading the servers’ performance.S. ~~investors~~The toCompany ~~collect~~cannot abe ~~judgment~~certain ~~against~~it uswill be successful in quickly identifying and neutralizing these attacks. As ~~well~~If either a third-party facility failed, ~~any~~or ~~judgment~~the ~~obtained~~Company’s ability into access the ~~United~~Internet ~~States~~was ~~against~~interfered uswith ~~may~~because ~~not~~of bethe ~~enforceable~~failure of Internet equipment in general or if the ~~United~~Company ~~States~~becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected.

~~WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.~~-12-

~~We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future.~~ The Company’s ~~future~~Employees ~~payment~~May ofEngage ~~dividends~~In ~~directly~~Misconduct ~~depends~~Or ~~upon~~Improper our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.Activities

13The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to the Company’s reputation.

IFLimitation On ADirector ~~MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.~~Liability

~~There~~The Company ismay ~~currently~~provide ~~no market~~ for ~~our~~the ~~common~~indemnification ~~stock~~of ~~and~~directors weto ~~can~~the ~~provide~~fullest noextent ~~assurance~~permitted ~~that~~by alaw ~~market~~and, ~~will~~to ~~develop. We~~the ~~plan~~extent topermitted ~~apply~~by ~~for~~such law, ~~listing~~eliminate ofor ~~our~~limit ~~common~~the ~~stock~~personal onliability ~~the~~of ~~over~~directors to the ~~counter~~Company ~~bulletin~~and ~~board~~its ~~upon~~shareholders ~~the~~for ~~effectiveness~~monetary ofdamages ~~the~~for ~~registration~~certain ~~statement,~~ breaches of ~~which~~fiduciary ~~this~~duty. ~~prospectus~~Such ~~forms~~indemnification amay ~~part. However,~~be weavailable ~~can~~for ~~provide~~liabilities ~~investors~~arising ~~with~~in noconnection ~~assurance~~with ~~that~~this ~~our~~Offering. ~~shares~~Insofar ~~will~~as beindemnification for ~~traded~~liabilities onarising under the ~~bulletin~~Securities ~~board~~Act ~~or,~~may ifbe ~~traded~~permitted to directors, ~~that~~officers aor ~~public~~persons ~~market~~controlling ~~will~~the ~~materialize. If~~Company nopursuant to ~~market~~the isforegoing ~~ever~~provisions, ~~developed~~the ~~for~~Company ~~our~~has ~~shares,~~been itinformed ~~will~~that bein ~~difficult~~the ~~for~~opinion ~~shareholders~~of tothe ~~sell~~Securities ~~their~~and ~~stock. In~~Exchange Commission such aindemnification is ~~case,~~against ~~shareholders~~public ~~may~~policy ~~find~~as ~~that~~expressed ~~they~~in ~~are~~the ~~unable~~Securities toAct ~~achieve~~and ~~benefits~~is ~~from~~therefore ~~their investment~~unenforceable.

~~ANY~~Risks Relating ~~ADDITIONAL~~to ~~FUNDING~~This WEOffering ~~ARRANGE~~and ~~THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.~~Investment

WeThe Company ~~must~~May ~~raise~~Undertake ~~additional~~Additional ~~capital~~Equity inor ~~order~~Debt ~~for~~Financing ~~our~~That ~~business~~May ~~plan~~Dilute toThe ~~succeed. Our~~Shares ~~most~~In ~~likely~~This source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.Offering

~~OUR~~The Company ~~SHARES~~may OFundertake ~~COMMON~~further ~~STOCK~~equity ~~ARE~~or ~~SUBJECT~~debt TOfinancing, ~~THE~~which ~~“PENNY~~may ~~STOCK”~~be ~~RULES~~dilutive OFto ~~THE~~existing ~~SECURITIES~~shareholders, ~~AND~~including ~~EXCHANGE~~you, ~~COMMISSION~~or ~~AND~~result ~~THE~~in ~~TRADING~~an issuance ~~MARKET~~of INsecurities ~~OUR~~whose ~~SECURITIES~~rights, ~~WILL~~preferences BEand ~~LIMITED,~~privileges ~~WHICH~~are ~~WILL~~senior ~~MAKE~~to ~~TRANSACTIONS~~those INof ~~OUR~~existing ~~STOCK~~shareholders, ~~CUMBERSOME~~including ~~AND~~you, ~~MAY~~and ~~REDUCE~~also reducing ~~THE~~the ~~VALUE~~value OFof ANShares ~~INVESTMENT~~subscribed INfor ~~OUR~~under ~~STOCK~~this Offering.

~~The~~An Investment SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In ~~addition,~~The ~~the~~Shares ~~penny~~Is ~~stock~~Speculative ~~rules~~And ~~require~~There ~~that,~~Can ~~prior~~Be toNo aAssurance ~~transaction~~Of inAny aReturn ~~penny~~On ~~stock~~Any ~~not~~Such otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.Investment

14An investment in the Company’s Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

~~WHEN~~The Shares ~~OUR~~Are ~~SHARES~~Offered OFOn ~~COMMON~~A ~~STOCK~~“Best ~~COMMENCE~~Efforts” ~~TRADING~~Basis ONAnd ~~THE~~The ~~OTC~~Company ~~BULLETIN~~May ~~BOARD,~~Not ~~THE~~Raise ~~TRADING~~The ~~PRICE~~Maximum ~~MAY~~Amount ~~FLUCTUATE~~Being ~~SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.~~Offered

~~As of~~ Since the ~~date~~Company ofis ~~this~~offering ~~Registration Statement, our common stock does not yet trade on~~ the ~~Over-the-Counter~~Shares ~~Bulletin Board. When our shares of common stock commence trading~~ on ~~the~~a ~~Bulletin~~“best ~~Board~~efforts” basis, there is ano ~~volatility~~assurance ~~associated~~that ~~with Bulletin Board securities in general and~~ the ~~value~~Company ofwill ~~your~~sell ~~investment~~enough ~~could decline due~~ Shares to ~~the~~meet ~~impact~~its ofcapital ~~any~~needs. ofIf ~~the~~you ~~following~~purchase ~~factors~~Shares ~~upon~~in ~~the~~this ~~market~~Offering, ~~price~~you ofwill ~~our~~do ~~common~~so ~~stock:~~without ~~(i)~~any ~~disappointing~~assurance ~~results~~that ~~from~~the ~~our~~Company ~~development~~will ~~efforts;~~raise enough ~~(ii)~~money ~~failure~~ to ~~meet~~satisfy ~~our~~the ~~revenue~~full orUse ~~profit~~Of ~~goals~~Proceeds orTo ~~operating~~Issuer ~~budget;~~which ~~(iii)~~the ~~decline~~Company inhas ~~demand~~outlined ~~for our common stock; (iv) downward revisions~~ in ~~securities~~this ~~analysts'~~Prospectus ~~estimates~~ or ~~changes~~to inmeet ~~general~~the ~~market~~Company’s working ~~conditions;~~capital (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trendsneeds.

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.-13-

WEIf The ~~HAVE~~Maximum NOOffering ~~EXPERIENCE~~Is ASNot ARaised, ~~PUBLIC~~It ~~COMPANY.~~May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise

WeThere is ~~have~~no ~~never~~assurance ~~operated~~that asthe amaximum ~~public~~amount ~~company. We~~of ~~have~~Shares ~~no experience~~ in ~~complying~~this ~~with~~offering ~~the~~will ~~various~~be ~~rules~~sold. ~~and~~If ~~regulations,~~the ~~which~~maximum ~~are~~Offering ~~required~~amount ofis anot ~~public company. As a result~~sold, we may ~~not~~need to beincur ~~able~~additional todebt ~~operate~~or ~~successfully~~raise asadditional aequity ~~public~~in ~~company,~~order ~~even~~to iffinance our operations ~~are successful~~. We ~~plan~~Increasing tothe ~~comply~~amount ~~with all~~ of ~~the~~debt ~~various~~will ~~rules~~increase ~~and~~our debt ~~regulations,~~service ~~which~~obligations ~~are~~and ~~required~~make ofless acash ~~public~~available ~~company. However,~~for ifdistribution weto ~~cannot~~our ~~operate~~shareholders. ~~successfully~~Increasing asthe aamount ~~public~~of ~~company,~~additional ~~your~~equity that ~~investment~~we ~~may~~will behave ~~adversely affected. Our inability~~ to ~~operate~~seek asin ~~a public company could be~~ the ~~basis~~future ofwill ~~your~~further ~~losing~~dilute ~~your~~those ~~entire~~investors ~~investment~~participating in usthis Offering.

~~Forward-Looking~~We Have ~~Statements~~Not Paid Dividends In The Past And Do Not Expect To Pay Dividends In The Future, So Any Return On Investment May Be Limited To The Value Of Our Shares

~~This~~We have ~~prospectus~~never ~~contains~~paid ~~forward-looking~~cash ~~statements~~dividends ~~that~~on ~~involve~~our ~~risks~~Shares and ~~uncertainties. We~~do ~~use~~not ~~words~~anticipate ~~such~~paying ascash ~~anticipate,~~dividends ~~believe,~~in ~~plan,~~the ~~expect,~~foreseeable future,. ~~intend~~The ~~and~~payment ~~similar~~of ~~expressions~~dividends on toour ~~identify~~Shares ~~such~~will ~~forward-looking~~depend ~~statements. You~~on ~~should~~earnings, ~~not~~financial ~~place~~condition ~~too~~and ~~much~~other ~~reliance~~business onand ~~these~~economic ~~forward-looking~~factors ~~statements. Our~~affecting ~~actual~~it ~~results~~at ~~are~~such ~~most~~time ~~likely~~that tomanagement may ~~differ~~consider ~~materially~~relevant. ~~from~~If ~~those~~we ~~anticipated~~do innot ~~these~~pay ~~forward-looking~~dividends, ~~statements~~our ~~for~~Shares ~~many~~may ~~reasons,~~be ~~including~~less ~~the~~valuable ~~risks~~because ~~faced~~a byreturn uson ~~described~~your ininvestment ~~the~~will ~~“Risk~~only ~~Factors”~~occur if ~~section~~its ~~and~~stock ~~elsewhere~~price ~~in this prospectus~~appreciates.

15The Company May Not Be Able To Obtain Additional Financing

~~Use~~Even if the Company is successful in selling the maximum number of ~~Proceeds~~Shares in the Offering, the Company may require additional funds to continue and grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to the Company’s current shareholders and to you if you invest in this Offering.

WeThe Offering ~~will~~Price ~~not~~Has ~~receive~~Been ~~any~~Arbitrarily ~~proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.~~ Determined

~~Determination~~The offering price of ~~Offering~~the ~~Price~~Shares has been arbitrarily established by the Company based upon its present and anticipated financing needs and bears no relationship to the Company’s present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The Management ~~selling~~Of ~~shareholders~~The ~~will~~Company ~~sell~~Has ~~our~~Broad ~~shares~~Discretion atIn ~~$0.05~~Application per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily, by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed. Proceeds

~~Dilution~~The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof.

~~The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.~~ -14-

~~Selling~~An Investment ~~Shareholders~~in the Company’s Shares Could Result In A Loss of Your Entire Investment

~~The~~An investment ~~selling shareholders named~~ in ~~this prospectus are offering all of~~ the ~~1,510,000~~Company’s ~~shares~~Shares ~~of common stock~~ offered ~~through~~in this ~~prospectus. These~~Offering ~~shares~~involves ~~were~~a ~~acquired~~high ~~from~~degree usof inrisk ~~private~~and ~~placements~~you ~~that~~should ~~were~~not ~~exempt~~purchase ~~from~~the ~~registration~~Shares if ~~provided~~you ~~under~~cannot ~~Regulation~~afford ~~S of~~ the ~~Securities~~loss ~~Act~~ of ~~1933~~your entire investment. ~~All~~ ~~shares~~You ~~were~~may ~~acquired~~not ~~outside~~be ofable ~~the~~to ~~United~~liquidate ~~States~~your byinvestment ~~non-U.S.~~for ~~persons. The~~any ~~shares~~reason ~~include~~in the ~~following:~~ near future.

~~1. 960,000~~There Is ~~shares~~No ofAssurance ~~our~~The ~~common~~Company ~~stock~~Will ~~that~~Be ~~the~~Able ~~selling~~To ~~shareholders~~Pay ~~acquired~~Distributions ~~from~~To ~~us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 that was completed on June 24, 2009;~~ Shareholders

~~2. 550,000~~While the ~~shares~~Company ofmay ~~our~~choose ~~common~~to ~~stock~~pay ~~that~~distributions ~~the~~at ~~selling~~some ~~shareholders~~point ~~acquired from us~~ in anthe ~~offering~~future ~~that~~to ~~was~~its ~~exempt~~shareholders, ~~from~~there ~~registration~~can ~~under~~be ~~Regulation~~no Sassurance ofthat ~~the~~cash ~~Securities~~flow and ~~Act~~profits ofwill ~~1933~~allow ~~that~~such ~~was~~distributions ~~completed~~to onever ~~July~~be ~~17, 2009~~made.

16There a Limited Public Trading Market for the Company’s Shares

~~The~~At present, ~~following~~the ~~table~~Company’s common stock is quoted on OTCMarkets.com. Our common stock experiences fluctuation in volume and trading prices. On the over-the-counter market, there will likely be no consistent and active trading market for the Company’s securities and the Company cannot assure that a consistent trading market will develop. OTCMarkets.com provides significantly less liquidity than a securities exchange such as the NASDAQ Stock Market. Prices for securities traded solely on OTCMarkets.com may be difficult to obtain and holders of the ~~date~~Shares ofand ~~this~~the ~~prospectus~~Company’s securities may be unable to resell their securities at or near their original price or at any price. In any event, ~~information~~except ~~regarding~~to the ~~beneficial~~extent ~~ownership~~that ofinvestors’ ~~our~~Shares ~~common~~may ~~stock~~be ~~held~~registered byon ~~each~~a ofForm S-1 Registration Statement with the ~~selling~~Securities ~~shareholders~~and Exchange Commission in the future, ~~including:~~there is absolutely no assurance that Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Company’s business, financial and management information reporting, and applicable holding periods have been satisfied.

1.Sales Of ~~the~~A ~~number~~Substantial ofNumber ~~shares~~Of ~~owned~~Shares byOf ~~each~~Our ~~prior~~Type toOf ~~this~~Stock ~~offering;~~May Cause The Price Of Our Type Of Stock To Decline

2.If our ~~the~~shareholders ~~total~~sell ~~number~~substantial amounts of ~~shares~~our ~~that~~Shares ~~are~~in the public market, Shares sold may cause the price to bedecrease ~~offered~~below the current offering price. These sales may also make it more difficult for ~~each;~~us to sell equity or equity-related securities at a time and price that we deem reasonable or appropriate.

3.The Company ~~the~~Has ~~total~~Made ~~number~~Assumptions ofIn ~~shares~~Its ~~that~~Projections ~~will~~and beIn ~~owned~~Forward-Looking byStatements ~~each~~That ~~upon~~May ~~completion~~Not ofBe ~~the offering; and~~Accurate

4The discussions and information in this Prospectus may contain both historical and “forward- looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Prospectus, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the ~~percentage~~future. ~~owned~~To the extent that the Prospectus contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by ~~each~~the ~~upon~~Company. ~~completion~~The Company has attempted to identify, in context, certain of the ~~offering~~factors it currently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Prospectus or in other reports issued by us or by third-party publishers.

Name Of Selling Shareholder	Shares Owned Prior To This Offering	Total Number Of Shares To Be Offered For Selling Shareholders Account	Total Shares to Be Owned Upon Completion Of This Offering	Percentage of Shares owned Upon Completion of This Offering
PIOTR MICHALOWSKI	80,000	80,000	Nil	Nil
LUKASZ KAMIL MAKSYMIUK	80,000	80,000	Nil	Nil
ANNA IZABELA WEREMCZUK	80,000	80,000	Nil	Nil
DARIUSZ JAN MALACH	80,000	80,000	Nil	Nil
OLESYA TARASENKO	80,000	80,000	Nil	Nil
TATIANA TARASENKO	80,000	80,000	Nil	Nil
NINA MOROZOVA	80,000	80,000	Nil	Nil
EVGENY TARASENKO	80,000	80,000	Nil	Nil
TATYANA BONDAREVA	80,000	80,000	Nil	Nil
DMITRY DROZDOV	80,000	80,000	Nil	Nil
JAN WALDEMAR CEPLIN	80,000	80,000	Nil	Nil
DANUTA CEPLIN	80,000	80,000	Nil	Nil
MIROSLAW JACEK PASZKO	50,000	50,000	Nil	Nil
MONIKA KARWAT	25,000	25,000	Nil	Nil
GRZEGORZ KAZIMIERZ KARWAT	25,000	25,000	Nil	Nil
PIOTR ADAM BLIZNIUK	25,000	25,000	Nil	Nil
KRZYSZTOF RYSZARD LEDWICH	25,000	25,000	Nil	Nil
ALENA HOTLIB	50,000	50,000	Nil	Nil
BOLESLAW ZUK	50,000	50,000	Nil	Nil
NATALLIA PRASMYTSKAYA	50,000	50,000	Nil	Nil
ALBERT JANUSZ SOWA	50,000	50,000	Nil	Nil
CEZARY KAROL DARCZUK	25,000	25,000	Nil	Nil
IRYNA PRAKAPOVICH	50,000	50,000	Nil	Nil
HANNA TARASEVICH (1)	25,000	25,000	Nil	Nil
VLADIMIR KANTEROUK	25,000	25,000	Nil	Nil
FRANCISZEK ZBIGNIEW PERCHUC	25,000	25,000	Nil	Nil
TOMASZ SZCZEPAN STEPNIEWSKI	25,000	25,000	Nil	Nil
GABRIEL HENRYK DOMANSKI	25,000	25,000	Nil	Nil

-15-

~~(1)~~You Should Be Aware Of The Long-Term Nature Of This Investment

~~Spouse~~Because the Shares have not been registered under the Securities Act or under the securities laws of ~~our~~any ~~director~~state ~~Mikhail~~or ~~Tarasevich~~non-United States jurisdiction, the Shares may have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will be required to represent that you are purchasing the Securities for your own account, for investment purposes and not with a view to resale or distribution thereof.

17The Shares In This Offering Have No Protective Provisions.

The Shares ~~named~~in ~~party~~this ~~beneficially~~Offering ~~owns~~have ~~and~~no ~~has~~protective ~~sole~~provisions. ~~voting~~As ~~and~~such, ~~investment~~you ~~power~~will ~~over~~not ~~all~~be ~~shares~~afforded orprotection, ~~rights~~by toany ~~these~~provision ~~shares. The~~of ~~numbers~~the Shares or as a Shareholder in ~~this~~the ~~table~~event ~~assume~~of a transaction that ~~none~~may ofadversely ~~the~~affect ~~selling~~you, ~~shareholders~~including ~~sells~~a ~~shares~~reorganization, ofrestructuring, ~~common~~merger ~~stock~~or ~~not~~other similar ~~being~~transaction ~~offered~~involving inthe ~~this~~Company. ~~prospectus~~If orthere ~~purchases~~is ~~additional~~a ~~shares~~‘liquidation event’ or ‘change of ~~common~~control’ ~~stock,~~the ~~and~~Shares being ~~assumes~~offered ~~that~~do ~~all~~not ~~shares~~provide ~~offered~~you ~~are~~with ~~sold~~any protection. ~~The~~ ~~percentages~~In addition, there are ~~based~~no onprovisions ~~4,510,000~~attached ~~shares~~to ofthe ~~common~~Shares ~~stock~~in ~~issued~~the ~~and~~Offering ~~outstanding~~that would onpermit you to require the ~~date~~Company to repurchase the Shares in the event of ~~this~~a ~~prospectus.~~takeover, recapitalization or similar transaction.

~~Other~~You Will ~~than~~Not ~~disclosed~~Have ~~above,~~Significant ~~none~~Influence ofOn ~~the~~The ~~selling~~Management ~~shareholders:~~Of The Company

1Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

~~has~~No Guarantee ~~had~~of aReturn ~~material~~on ~~relationship with us other than as a shareholder at any time within the past three years;~~ Investment

2There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Form S-1, Prospectus and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

~~has~~IN ADDITION ~~ever~~TO ~~been~~THE ~~one~~RISKS ofLISTED ~~our~~ABOVE, ~~officers~~BUSINESSES orARE ~~directors;~~OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY’S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

3.-16-

~~is a broker-dealer; or a broker-dealer's affiliate.~~DILUTION

~~Plan~~The term ‘dilution’ refers to the reduction (as a percentage of ~~Distribution~~the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. The Company anticipates that subsequent to this offering the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.

~~The~~If you ~~selling~~invest ~~shareholders~~in ~~may~~our ~~sell~~Common ~~some~~Stock, oryour ~~all~~interest ofwill ~~their~~be ~~common~~diluted ~~stock~~immediately into ~~one~~the orextent ~~more~~of ~~transactions,~~the ~~including~~difference ~~block~~between ~~transactions. There~~the ~~are~~offering noprice per ~~arrangements,~~share ~~agreements~~of orour ~~understandings~~Common ~~with~~Stock ~~respect~~and to the ~~sale~~pro forma net tangible book value per share of ~~these~~our ~~securities.~~Common Stock after this offering.

The following ~~selling~~table ~~shareholders~~illustrates ~~will~~this ~~sell our shares at $0.05~~ per ~~share~~Share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.dilution:

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.

Percentage of shares offered that are sold	100%			75%			50%			25%
Price to the public charged for each share in this offering	$	2.50		$	2.50		$	2.50		$	2.50
Historical net tangible book value per share as of February 28, 2022 (1)	$	(0.0508	)	$	(0.0508	)	$	(0.0508	)	$	(0.0508	)
Increase in net tangible book value per share attributable to new investors in this offering (2)	$	1.0754		$	0.9011		$	0.6802		$	0.3909
Net tangible book value per share, after this offering	$	1.0246		$	0.8503		$	0.6294		$	0.3401
Dilution per share to new investors	$	1.4754		$	1.6497		$	1.8706		$	2.1599

If*Before deduction ~~applicable, the selling shareholders may distribute shares to one or more~~ of ~~their~~offering partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement. expenses

In February 2021, when the company CEO, Michael Pruitt, agreed to take on that role, it was agreed that he would be given 1,000,000 shares of common stock for $.001 per share. The stock was issued by the transfer agent to Avenel Financial Group, Inc. (which is controlled by the CEO) on 2/18/22 for the par value of $.001 per share ($1,000).

WeOther than ~~can~~the ~~provide~~discussion of the previous paragraph, there is no ~~assurance~~material ~~that~~disparity ~~all~~between orthe ~~any~~price of the ~~common~~Shares ~~stock~~in ~~offered~~this ~~will~~Offering beand ~~sold~~the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past ~~selling~~year, ~~shareholders.~~or that they have a right to acquire.

WePLAN OF are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. DISTRIBUTION

We are offering a Maximum Offering of up to 4,000,000 in Shares of our Common Stock. The ~~selling~~offering ~~shareholders~~is ~~must~~being ~~comply~~conducted ~~with~~on ~~the~~a ~~requirements~~best-efforts basis without any minimum number of ~~the~~shares ~~Securities~~or ~~Act~~amount ~~and~~of ~~the~~proceeds ~~Securities~~required ~~Exchange~~to ~~Act~~be insold. There is no minimum subscription amount required. The Company will not initially sell the ~~offer~~Shares ~~and~~through ~~sale~~commissioned broker-dealers, but may do so after the commencement of the ~~common~~offering. Any ~~stock~~such arrangement will add to our expenses in connection with the offering. In ~~particular~~If we engage one or more commissioned sales agents or underwriters, ~~during~~we ~~such~~will ~~times~~supplement this Form S-1 to describe the arrangement. The Company will undertake one or more closings on a rolling basis as funds are received from investors. Funds tendered by investors will be deposited in the ~~selling~~Company’s ~~shareholders~~checking ~~may~~account. All subscribers will be ~~deemed~~instructed by the Company or its agents to betransfer ~~engaged~~funds inby wire, credit or debit cards or ACH transfer directly to the Company. Except as stated above, subscribers have no right to a ~~distribution~~return of their funds. The Company may terminate the ~~common~~offering at ~~stock~~any time for any reason at its sole discretion, and ~~therefore~~may beextend ~~considered~~the toOffering bepast anthe ~~underwriter,~~termination ~~they~~date ~~must~~of ~~comply~~180 ~~with~~days ~~applicable~~from ~~law~~the date of registration by the Commission in the absolute discretion of the Company and ~~may,~~in ~~among~~accordance ~~other~~with ~~things:~~the rules and provisions of the JOBS Act.

1.None of ~~Not~~the ~~engage~~Shares inbeing ~~any~~sold ~~stabilization activities~~ in ~~connection with our common stock; 2. Furnish each broker or dealer through which common stock may be offered, such copies of~~ this ~~prospectus,~~offering asare ~~amended~~being ~~from~~sold ~~time to time, as may be required~~ by ~~such~~existing ~~broker or dealer; and 3. Not bid for or purchase any of our~~ securities ~~or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act~~holders.

~~The Securities and Exchange Commission has also adopted rules that regulate broker~~-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 17-

~~The~~After the ~~penny~~Registration ~~stock~~Statement ~~rules~~has ~~require~~been adeclared ~~broker-dealer,~~effective ~~prior~~by tothe aSecurities ~~transaction~~and inExchange aCommission ~~penny~~(the ~~stock~~“SEC”), ~~not~~the ~~otherwise~~Company will ~~exempt~~accept ~~from~~tenders ~~those~~of ~~rules,~~funds ~~deliver~~to apurchase ~~standardized~~the ~~risk~~Shares. ~~disclosure~~No ~~document~~escrow ~~prepared~~agent byis involved and the ~~Commission,~~Company ~~which~~will ~~contains:~~receive the proceeds directly from any subscription.

-You will be required to complete a subscription agreement in order to invest.

aNo broker-dealer ~~description~~registered ofwith the ~~nature~~SEC and ~~level~~a member of ~~risk~~the inFinancial ~~the~~Industry ~~market~~Regulatory ~~for~~Authority ~~penny~~(“FINRA”), ~~stocks~~is inbeing ~~both~~engaged as ~~public~~an ~~offerings~~underwriter ~~and~~or ~~secondary~~for ~~trading;~~any other purpose in connection with this Offering.

-This offering will commence on the registration of this Prospectus, as determined by the Securities and Exchange Commission and continue for a period of 180 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

If you decide to subscribe for any Common Stock in this offering, you must deliver a ~~description~~check or wire transfer of ~~the~~funds ~~broker's~~for acceptance or ~~dealer's~~rejection. The ~~duties~~minimum toinvestment ~~the~~amount ~~customer~~for ~~and~~a ofsingle ~~the~~investor ~~rights~~is ~~and~~20,000 ~~remedies~~Shares ~~available~~of toCommon Stock in the ~~customer~~principal ~~with~~amount ~~respect~~of to$50,000.00. aAll ~~violation~~subscription checks ofshould ~~such~~be ~~duties~~sent orto ~~other~~the ~~requirements;~~following address:

-7529 Red Oak Lane

~~a brief~~Charlotte, NC ~~clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;~~28226

-In such case, subscription checks should be made payable to Capstone Technologies Group, Inc. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor.

aThe Company ~~toll-free~~maintains ~~telephone~~the ~~number~~right to accept or reject subscriptions in whole or in part, for ~~inquiries~~any onreason ~~disciplinary~~or ~~actions;~~for no reason. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor’s suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.

aThe shares ~~definition~~may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of ~~significant~~“specially designated ~~terms~~nationals” inor “blocked persons” maintained by the ~~disclosure~~U.S. ~~document~~Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or inas otherwise published from time to time, (ii) an agency of the ~~conduct~~government of ~~trading~~a ~~penny~~Sanctioned Country, ~~stocks;~~(iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

-The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized.

~~such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.~~-18-

19USE OF PROCEEDS TO ISSUER

The Use ~~broker-dealer~~of ~~also~~Proceeds ~~must~~is ~~provide,~~an ~~prior~~estimate based on the Company’s current business plan. We may find it necessary or advisable to ~~effecting~~reallocate portions ~~any~~of ~~transaction~~the innet aproceeds ~~penny~~reserved ~~stock~~for one category to another, ~~the~~or ~~customer~~to ~~with:~~add additional categories, and we will have broad discretion in doing so.

-The maximum gross proceeds from the sale of the Shares in this Offering are $10,000,000.00. The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $9,977,000.00 after the payment of offering costs but before printing, mailing, marketing, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

~~bid~~Management of the Company has wide latitude and ~~offer~~discretion ~~quotations~~in the use of proceeds from this Offering. Ultimately, management of the Company intends to use a substantial portion of the net proceeds for general working capital. At present, management’s best estimate of the ~~penny~~use of ~~stock;~~proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company’s management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company’s management at all times.

-A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

the compensation of the broker-dealer and its salesperson in the transaction;

	4,000,000		3,000,000		2,000,000		1,000,000
	Shares Sold		Shares Sold		Shares Sold		Shares Sold
Shares Offered(% Sold)	-100%		-75%		-50%		-25%
Gross Offering Proceeds	$	10,000,000.00	$	7,500,000.00	$	5,000,000.00	$	2,500,000.00
Approximate Offering Expenses (1)
Misc. Expenses		3,000		3,000		3,000		3,000
Legal and Accounting		20,000		20,000		20,000		20,000
Total Offering Expenses		23,000		23,000		23,000		23,000
Total Net Offering Proceeds		9,977,000.00		7,477,000.00		4,977,000.00		2,477,000.00
Principal Uses of Net Proceeds (2 )
Equity and Debt Investments in Target Companies		9,322,000		6,822,000		4,322,000		1,822,000
Employee/Officers & Directors / Independent Contractor Compensation		400,000		400,000		400,000		400,000
Office Expenses		30,000		30,000		30,000		30,000
Office Supplies		5,000		5,000		5,000		5,000
Audit Fees		80,000		80,000		80,000		80,000
Transfer Agent and Exchange Fees		20,000		20,000		20,000		20,000
Travel		20,000		20,000		20,000		20,000
Legal, IR & Compliance		100,000		100,000		100,000		100,000
Total Principal Uses of Net Proceeds		9,977,000		7,477,000		4,977,000		2,477,000
Amount Unallocated		0		0		0		0

-The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

~~the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and~~-19-

-MANAGEMENT’S DISCUSSION AND ANALYSIS

~~monthly~~OF FINANCIAL ~~account~~CONDITION ~~statements~~AND ~~showing~~RESULTS ~~the~~OF ~~market value of each penny stock held in the customer's account.~~OPERATION

InYou should ~~addition,~~read the ~~penny~~following ~~stock~~discussion ~~rules~~and ~~require~~analysis ~~that~~of ~~prior~~our tofinancial acondition ~~transaction~~and inresults aof ~~penny~~our ~~stock~~operations ~~not~~together ~~otherwise~~with ~~exempt~~our ~~from~~financial statements ~~those~~and ~~rules;~~related ~~the~~notes ~~broker-dealer~~appearing ~~must~~at ~~make~~the aend ~~special~~of ~~written~~this ~~determination~~Offering ~~that~~Circular. ~~the~~This ~~penny~~discussion ~~stock~~contains isforward-looking astatements ~~suitable~~reflecting our ~~investment~~current ~~for~~expectations ~~the~~that ~~purchaser~~involve risks and ~~receive~~uncertainties. ~~the~~Actual ~~purchaser's~~results ~~written~~and ~~acknowledgment of~~ the ~~receipt~~timing of aevents ~~risk~~may ~~disclosure~~differ ~~statement,~~materially afrom ~~written~~those contained ~~agreement~~in tothese ~~transactions~~forward-looking ~~involving~~statements ~~penny~~due ~~stocks,~~to ~~and~~ a ~~signed~~number ~~and dated copy~~ of afactors, ~~written~~including ~~suitability~~those ~~statement. These~~discussed ~~disclosure~~in ~~requirements will have~~ the ~~effect~~section ofentitled ~~reducing~~“Risk Factors” ~~the~~and ~~trading~~elsewhere ~~activity~~ in ~~the~~this ~~secondary~~Offering ~~market for our stock because it will be subject to these penny stock rules~~Circular. ~~Therefore, stockholders may have difficulty selling those securities.~~

~~Description of Securities~~ Forward-looking Statements

~~General~~This section contains certain statements that may include “forward-looking statements”. These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipate,” “optimistic,” “intend,” “will” or other similar expressions. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with OTC Markets and available on its website at http://www.otcmarkets.com. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under applicable securities laws, the Company does not assume a duty to update these forward-looking statements.

~~Our~~Company Overview ~~authorized~~and ~~capital~~Plan ~~stock consists~~ of ~~75,000,000 shares of common stock at a par value of $0.001 per share.~~ Operation

~~Common~~The Company ~~Stock~~plans to make investments into early stage companies. Potential target companies will have experienced operational management teams that need help raising capital and leveraging their core business. The Company does not plan on operating the companies that they invest in, but will take active roles in setting strategic direction and allocation of capital.

AsThe company does not plan on having any full time employees. Planned operating expenses for the next twelve months consist of ~~September~~a 18total of $655,000. ~~2009~~The ~~there~~majority ~~were~~of 4these expenses ($580,~~510,~~000) ~~shares~~are offor ~~our~~employee ~~common~~expenses, ~~stock~~consultants, ~~issued~~legal fees and ~~outstanding~~audit ~~that~~fees. ~~are~~The ~~held~~remainder of bythe 30expenses ~~stockholders~~are offor ~~record.~~office related expenses.

~~Holders~~The company ofplans ~~our common stock are entitled to one vote for each share~~ on ~~all~~investing ~~matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of~~ the ~~shares~~amount ofraised ~~common~~in ~~stock~~excess ~~voting for the election~~ of ~~directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued~~$655,000 ~~outstanding and entitled to vote, represented~~ in ~~person~~target orcompany ~~by proxy, are necessary to constitute a quorum at any meeting of our stockholders~~investments. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

20Company History

~~Holders~~Capstone Technologies ofGroup, ~~common~~Inc. ~~stock~~(the ~~are~~“Company,” ~~entitled~~“we,” to“us,” ~~share~~“our,” inor ~~all~~“CATG”) ~~dividends~~was incorporated ~~that~~in the ~~board~~State of ~~directors,~~Nevada inon ~~its~~March ~~discretion~~31, ~~declares~~2009 ~~from~~under ~~legally available funds. In~~ the ~~event~~name ofDesigner ~~liquidation~~Export, ~~dissolution~~Inc. orOn ~~winding~~June up30, ~~each~~2010, ~~outstanding~~the ~~share~~Company ~~entitles~~effected ~~its~~a ~~holder~~stock split towhereby ~~participate~~each ~~pro~~stockholder ~~rata~~of inrecord ~~all assets that remain after payment~~ of ~~liabilities~~the ~~and~~Company ~~after~~as ~~providing for each class~~ of ~~stock,~~July ~~if any~~14, ~~having~~2010 ~~preference~~was ~~over~~issued ~~the common stock~~2. ~~Holders~~582781 shares of ~~our~~ common stock ~~have~~for noeach ~~pre-emptive~~1 ~~rights,~~share of nocommon ~~conversion~~stock ~~rights~~which ~~and~~they ~~there~~hold ~~are~~as noof ~~redemption~~the ~~provisions~~record ~~applicable to our common stock~~date.

~~Preferred~~On June ~~Stock~~30, 2010, the Company entered into an Agreement and Plan of Merger with China Bilingual Education Acquisition Inc., a Nevada corporation (“Acquisition Corp”), Kahibah Limited, a limited liability company organized under the laws of the British Virgin Islands (“Kahibah”), Ren Zhiqing, Pan Mingxiao, Ren Shudong, Ren Junnan, Kong Jianwei and Xu Yunxian (collectively, the “Kahibah Shareholders”), Taiyuan Taiji Industry Development Co., Ltd., an equity joint venture company organized under the laws of the PRC (“Taiyuan Taiji”), Shanxi Taiji Industrial Development Co. Ltd., a limited liability company organized under the laws of the PRC (“Shanxi Taiji”), the shareholders of Shanxi Taiji and its subsidiaries and the beneficiaries to the Agreement (collectively, the “Sellers”)., pursuant to which the Acquisition Corp. acquired 100% of the issued and outstanding capital of Kahibah in exchange for 26,100,000 shares of the Company’s common stock, par value $0.001 (the “Merger”). Kahibah was a holding company whose only asset, held through Taiyuan Taiji, a wholly-foreign owned enterprise (“WOFE”) under the laws of the PRC is 95% of the registered capital of Shanxi Taiji an equity joint venture company organized under the laws of the PRC. On November 25, 2009, Kahibah entered into a share exchange agreement to sell the remaining 5% ownership to Ms. Ren Baiv. Ms. Ren Baiv is the sister of Mr. Ren Zhiqing, the Company’s Chief Executive Officer. At December 31, 2010 Ms. Ren Baiv paid 1 million Renminbi (“RMB”) as part of the capital contribution. The 5% ownership was held by Ms. Ren Baiv on behalf of the Taiyuan Taiji in accordance with local Chinese regulations, therefore no non-controlling interest is recognized. Shanxi Taiji owned all of the registered capital of Shanxi Modern Bilingual School, a private non-enterprise entity incorporated under the laws of the PRC and Sichuan Guangan Experimental High School.

~~We do not have an authorized class of preferred stock.~~ -20-

~~Dividend~~Immediately following ~~Policy~~the Merger, pursuant to an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Liabilities, we transferred all of our pre-Merger assets and liabilities to our wholly-owned subsidiary, Designer Export Holdings, Inc. (“SplitCo”) to certain of our shareholders. Thereafter, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), we transferred all of the outstanding capital stock of SplitCo to certain of our stockholders in exchange for the cancellation of 3,000,000 shares of our common stock (the “Split Off Transaction”), with 1,510,000 shares of common stock held by persons who were stockholders of ours prior to the Merger remaining outstanding. These 1,510,000 shares constitute our “public float” and are our only shares of registered common stock and accordingly are our only shares available for resale without further registration.

WeAs part ~~have~~of ~~never~~the ~~declared~~Merger, orthe ~~paid~~Company’s ~~any~~name ~~cash~~was ~~dividends~~changed onfrom ~~our~~“Designer ~~common~~Export, ~~stock~~Inc. We” ~~currently~~to ~~intend~~“China toBilingual ~~retain~~Technology & ~~future~~Education ~~earnings~~Group, ifInc.” ~~any~~As a result of these transactions, topersons ~~finance~~affiliated with Kahibah at the ~~expansion~~time of ~~our~~the ~~business. As~~merger aowned securities ~~result,~~that wein dothe ~~not~~aggregate ~~anticipate~~represented ~~paying~~approximately ~~any~~87% ~~cash~~of ~~dividends~~the equity in the ~~foreseeable future~~Company.

On June 30, 2010, the Company entered into a Share ~~Purchase~~Exchange ~~Warrants~~Agreement (“Agreement”) with Kahibah Limited (“KL”), a British Virgin Islands (“BVI”) corporation and its shareholders. According to this Agreement, the Company acquired all the issued and outstanding shares of KL. The Company issued 26,100,076 shares of its common stock, after giving effect to the cancellation of 7,748,343 shares on June 30, 2010, to KL’s shareholders in exchange for 100% of the shares of KL. After the closing of the transaction, the Company had a total of 30,000,005 shares of common stock issued and outstanding, with KL’s shareholders owning 87% of the total issued and outstanding shares of the Company’s common stock, and the balance held by those who held shares of the Company’s common stock prior to the closing of the exchange. This transaction resulted in KL’s shareholders obtaining a majority voting interest in the Company.

WeThe acquisition of KL and the operations of its subsidiaries were accounted for as a reverse merger, whereby KL was the continuing entity for financial reporting purposes and was deemed, for accounting purposes, to be the acquirer of the Company. In accordance with the applicable accounting guidance for accounting for the business combination as a reverse merger, KL was deemed to have ~~not~~undergone a recapitalization, whereby KL was deemed to have issued ~~and~~common dostock ~~not~~to the Company’s common equity holders. Accordingly, although the Company, as KL’s parent company, was deemed to have ~~any~~legally ~~outstanding~~acquired ~~warrants~~KL, in accordance with the applicable accounting guidance for accounting for the transaction as a reverse merger and re-capitalization, KL was the surviving entity for accounting purposes and its assets and liabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of the accounting merger with the Company. As part of the acquisition, the Company changed its name to ~~purchase~~China ~~shares~~Bilingual Technology & Education Group Inc. Since the ownership of ~~our~~KL and its Subsidiaries was substantially the same, the merger with each was accounted for as a transfer of equity interests between entities under common ~~stock~~control, whereby the acquirer recognized the assets and liabilities of each Subsidiary transferred at their carrying amounts. The reorganization was treated similar to the pooling of interest method with carry over basis.

~~Options~~On August 31, 2011, the Company’s entered into an Equity Transfer Agreement and purchased all of the outstanding equity of Shanxi Rising Education Investment Company Limited (the “Investment Company”) from the equity holders (the “Sellers”) for a total purchase consideration of RMB 690,000,000 (approximately $108,226,806). The acquisition of the Investment Company was accounted for as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”).

WePrior to ~~have~~closing ~~not~~the ~~issued~~Equity ~~and~~Transfer doAgreement, ~~not~~the ~~have~~Company ~~any~~became ~~outstanding~~involved ~~options~~in the operations of the Shanxi South Campus in the spring of 2011. With the consent of the Investment Company, the Company assisted in the operations, accounting and promotion of the school to ~~purchase~~attract more ~~shares~~and better students for the 2011-2012 school year. Some of ~~our~~these ~~common~~responsibilities ~~stock~~included collecting prepaid tuition, room & board and other school fees (“School Fees”) in advance of the school year, which combined with better operations, higher tuition rates and an increase in enrollment led to an increase in deferred revenue at August 31, 2011. The Company’s involvement at the Shanxi South Campus was under the direction of Investment Company management until it assumed control of the Investment Company on August 31, 2011, in accordance with the Equity Transfer Agreement.

~~Convertible~~The Company ~~Securities~~ceased filing reports with the SEC in 2012 and appears to have ceased operations at that time. Its corporate charter was revoked. This resulted in a Nevada Court Custodianship Proceeding from May 19, 2016 through April 4, 2018. While the Company was reinstated with the Nevada Secretary of State (NVSOS) on September 26, 2016, it did not file the Annual List the NVSOS that was due on March 13, 2018. This again resulted in revocation of the Company’s corporate charter a year later. Other than these facts, no information is available concerning the Company’s former business after the 11/30/2012 Form 10Q.

WeBauman & ~~have~~Associates ~~not~~Law ~~issued~~Firm ~~and~~(“Bauman”) dowas ~~not~~appointed ~~have~~custodian ~~any outstanding securities convertible into shares~~ of ~~our~~the ~~common~~Company ~~stock~~on orMarch ~~any~~31, ~~rights convertible or exchangeable into shares of our common stock~~20 ?.

-21-

~~Interests~~As disclosed in the Company’s final 11/30/2012 Form 10-Q, filed January 14, 2013, the Company, as of ~~Named~~November ~~Experts~~30, 2012, reported approximately $87 million of liabilities (as well as $142 million of assets). As reported in the 10-Q , all of the Company’ s operations were in the Peoples Republic of China and, ~~Counsel~~hence, were through the above-referenced subsidiaries. The Company owed approximately $41 million in remaining payments for acquisition indebtedness of the China Rising School, with the last payment due August 31, 2014.

NoOn August ~~expert~~31, or2020, ~~counsel~~Bauman ~~named~~& inAssociates ~~this~~Law ~~prospectus~~Firm as(“Bauman”) ~~having~~provided ~~prepared~~a ordebt ~~certified~~extinguishment ~~any~~opinion ~~part~~to ofthe ~~this~~Company ~~prospectus~~on orAugust 31, ~~having~~2020 ~~given~~opining anthat, ~~opinion~~based ~~upon~~on ~~the~~a ~~validity~~reading of the ~~securities~~Company’ ~~being~~s ~~registered~~SEC orfilings, ~~upon~~the ~~other~~above-referenced ~~legal~~liabilities ~~matters~~(as inwell ~~connection~~as ~~with~~ the ~~registration~~reported offsetting orassets) ~~offering~~carried ofon the ~~common~~Company’s ~~stock~~November ~~was~~30, ~~employed~~2012 onbalance asheet, ~~contingency~~were ~~basis,~~not liabilities (or ~~had,~~assets) orof isthe toCompany ~~receive~~in a legal sense, inbut ~~connection~~were ~~with~~liabilities (or assets) of the ~~offering,~~various anChinese ~~interest,~~subsidiaries. ~~direct~~These orliabilities ~~indirect,~~(and inassets) ~~the~~were ~~registrant~~consolidated onto orthe ~~any~~balance sheet of ~~its~~the ~~parents~~Company oras ~~subsidiaries~~required by GAAP. ~~Nor~~ Bauman was ~~any~~informed ~~such~~that ~~person~~these ~~connected~~are discontinued operations and, therefore, were no longer consolidated with the ~~registrant~~Company’ ors ~~any~~liabilities and assets as of ~~its~~March ~~parents~~31, or2018. ~~subsidiaries~~Bauman asfurther aadvised ~~promoter,~~that ~~managing~~an oradditional payable ~~principal~~for ~~underwriter,~~acquisition ~~voting~~of ~~trustee,~~China ~~director,~~Rising ~~officer,~~School orwas ~~employee.~~time- barred under the six-year Nevada statute of limitations for written contracts.

~~Hildja~~During the ~~Saastamoinen~~quarter ~~has~~ended ~~provided~~November an30, ~~opinion~~2020, onBarbara McIntyre Bauman, the ~~validity~~Company’s President, Secretary and Treasurer, paid expenses on behalf of ~~our~~the Company totaling $3,225 to revive the Company’s operations. On September 3, 2020, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for repayment of this related party debt totaling $3,225.

~~The~~Pursuant to ~~financial~~a ~~statements~~term ~~included~~sheet indated ~~this~~January ~~prospectus~~26, ~~and~~2021, ~~the~~Sky ~~registration~~Direct ~~statement~~LLC ~~have~~purchased ~~been audited by De Joya Griffith and Company~~250,000,000 ~~LLC~~shares toof ~~the~~common ~~extent~~stock ~~and~~from ~~for~~Barbara ~~the~~McIntyre ~~periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC~~Bauman, ~~and~~triggering a ~~are~~change ~~included~~ in ~~reliance upon such report given upon the authority of said firm as experts in auditing and accounting~~control.

~~Description~~On February 1, 2021, Barbara McIntyre Bauman resigned from all positions as an officer and director of ~~Business~~the Company and appointed Michael D. Pruitt as CEO, CFO, President, Secretary, Treasurer and sole Director.

~~Overview~~On February 26, 2021, the Company entered into an unsecured convertible promissory note with Sky Direct LLC, an entity controlled by the Company’s majority shareholder, Sky Direct LLC. The Company funded $1.000,000 under this note as of November 1,, 2021.

WeOn August ~~were~~5, ~~incorporated in the State of Nevada on March 31~~2021, ~~2009. We have not started~~ the ~~operations. We~~Company ~~intend~~entered to export women’s and men’s designer clothing and apparel from the USA to Poland. This is one of the largest and most competitive industries in the world. We have not generated any revenues and the only operation we have engaged in is the development of a ~~business~~reverse ~~plan. We~~1 ~~maintain~~for ~~our~~75 ~~statutory~~stock ~~registered agent's office at 375 North Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909~~split. ~~Our business office is located at 21 Pulawska Street, Suite 23, Lublin, Poland 20-051. Our telephone number is +48-223896676.~~

~~The~~On October ~~industry~~5, in2021, ~~which~~the weCompany ~~intend~~entered tointo ~~compete~~an ~~and~~unsecured ~~which~~convertible ~~includes~~promissory ~~wholesale/retail~~note ~~apparel~~with isSeacor aCapital, ~~$150 billion dollar per year industry~~Inc. ~~There~~ ~~are~~The ~~over~~Company ~~162,841~~funded ~~businesses in the USA only that are actively engaged in the trade~~$550,000 under ~~wholesale~~this ~~and~~note ~~export~~as of ~~non-durable~~November ~~goods such as apparel. In the retail apparel industry there are over 94~~1,~~720~~ ~~individual establishments that deal in apparel that is sold directly to the end user~~2021.

InBetween September ~~Poland~~30, ~~the~~2021 ~~apparel~~and ~~market~~October ~~can~~12, be2021, ~~divided~~the ~~into~~Company ~~two~~entered ~~tiers:~~a ~~international~~series ~~(mostly~~of ~~European)~~transactions ~~brands~~related ~~and~~to ~~other~~DrivenIQ ~~apparel. International~~Corporation ~~brands~~and ~~are~~one ~~produced~~of byits primary ~~approximately~~shareholders. 10The ~~sizable~~Company ~~companies~~acquired ~~and currently account for some 28-30~~45% of ~~all~~the ~~Polish~~common ~~wholesale~~stock ~~apparel~~of ~~sales. The~~DrivenIQ ~~second~~and ~~tier,~~has ~~accounting~~loaned ~~for~~DrivenIQ ~~68-70% of all apparel distributed~~$790,000 ~~comprises~~on ~~small~~a ~~brands~~3 ~~and~~year ~~store~~secured ~~(or private-label) goods~~note.

22Early in March 2022, the Company entered into secured convertible notes with Sky Direct, LLC and Seacor Capital, Inc. Each company funded the Company $2,000,000. An additional $250,000 has been received under the same terms in early April. The Company invested $4,000,000 of the proceeds of these notes into DrivenIQ via a SAFE (Simple Agreement for Future Equity). The Company has not finalized the equity agreements with DrivenIQ as of the filing of this report. DrivenIQ used the proceeds of the SAFE to make an acquisition and for working capital.

~~Why Apparel?~~-22-

Currently, the economy the USA is in a recession. This slowdown in the economy has also greatly impacted both apparel sales and prices, which have been reduced to historical lows, making it possible to purchase inventory 50-75% Results of its actual cost and leaving an unusually high margin for a branded label merchandise business. However many economists expect that this recession will continue until late-2009, at which point the economy will begin a prolonged recovery period. Within normal economic conditions we still expect to be able to purchase our inventory at least 40% of its regular price at various American online auctions. But if we fail to do so our business might fail.Operations

~~Our~~Years Ended ~~plan~~August ~~of operations for the next twelve months is to earn revenue from sales of the exported designer brand merchandise. Designer Export~~31, ~~Inc~~2021 ~~intends to purchase both men’s~~ and women’s fashionable apparel at auctions such as E-bay.com and MerchandiseLiquidations.com at highly discounted prices and then export it to the retail stores in Poland to be sold to consumers. All of the business’ exported apparel will always be of the highest retail quality including brands such as: Ralph Lauren, Michael Kors, Nautica, Calvin Klein, Nine West, DKNY, Guess, Elie Tahari, Anne Klein, etc. 2020

~~Product Description~~Net Revenues

~~Designer Export, Inc intends to supply a variety of clothing to suit~~ For the ~~needs~~years ofended ~~every~~August ~~individual~~31, ~~whether~~2021 ~~they~~and ~~are~~2020, ~~dressing~~our ~~for~~business ~~success~~had orno ~~for an afternoon of leisure~~sales. ~~Some of the company's products include:~~

ITEM	DESCRIPTION	PRICE
1. Suits, Men	Ralph Lauren, classic, three button, 2 piece set, lined, cotton, unhemmed pants, olive stripes	$180.00
2. Coats, Men	Hugo Boss, hidden button front pockets, button tab at shoulders, belt, lined	$245.00
3. Jackets, Men	Michael Kors, button front, front side pockets, rainwear	$215.00
4. Sweaters, Men	Nautica, pullover, v-neck, cotton, red	$ 50.00
	Joseph & Lyman, pullover, ribbed trim detail, cotton/wool	$ 40.00
5. Shirts, Men	Calvin Klein, pullover, cotton/polyester, grey	$20.00
	Claiborne, button front, button cuffs, cotton, black	$30.00
6. Pants, Men	Polo by Ralph Lauren, zip fly, button waist, five pockets, corduroy feel, cotton/elastane, green	$40.00

Gross Profits

23For the years ended August 31, 2021 and 2020, our business had no gross profit.

ITEM	DESCRIPTION	PRICE
1. Dresses, Women	Nine West, 2 pieces dress set, cotton/poly/other, black	$60.00
	Kay Unger, hidden side zipper, lined, gem detailing, poly/acetate, black	$50.00
	DKNY, pullover, side belt oops, removable belt, baggy fit, cotton/span/ green	$60.00
2. Skirts, Women	Anne Klein, pull on, hook & bar closure, pleated detail throughout, lined, silk	$40.00
	Jones New York, two side seam pockets, silk/viscose, black	$50.00
3. Tops, Women	Elie Tahari, pull on jacket, embroidery detail throughout, cotton/silk, beige	$60.00
	Ralph Lauren, button front with French cuffs, semi sheer, silk, cream	$40.00
4. Pants, Women	Ellen Tracy, Pull on. Slide clasp with zip fly. Hidden button. Two front slant pockets, cotton/spandex, mahogany	$55.00

Management Compensation

~~Competition~~For the years ended August 31, 2021 and 2020, our business had management compensation of $36,867 and $0, respectively.

~~We are a new~~ General and ~~unestablished~~Administrative ~~company, have a weak competitive position in the industry and have not yet earned any revenues. Instead we have an operational loss of $803 from March 31, 2009 (date of inception) to July 31, 2009.~~Expenses

WeFor the ~~need~~years ~~capital~~ended toAugust ~~carry~~31, ~~out~~2021 ~~our~~and ~~current~~2020, ~~business plan. We also anticipate that we will require additional financing in order to execute~~ our business ~~plan. We~~had ~~may~~general ~~not~~and ~~have~~administrative ~~sufficient~~expenses ~~financing to sustain our current operations. Many~~ of ~~the~~$112,874 ~~companies with whom we compete have greater financial~~ and ~~technical~~$12,737, ~~resources than those available to us~~respectively. ~~The~~ For ~~market~~the ~~for~~twelve ~~designer~~months ~~clothing~~ended inAugust ~~Poland~~31, is2021 ~~unproven,~~general and itadministrative isexpenses ~~uncertain~~increased ~~whether apparel exported~~ by ~~Designer Export~~$100,137 ~~Inc~~primarily ~~will~~due ~~achieve~~to ~~and~~higher ~~sustain~~professional fees ~~high~~and ~~levels~~management ofcosts ~~demand~~to ~~and~~begin ~~market~~the ~~acceptance. The~~execution ~~development~~ of the ~~markets~~company’s ~~for~~business ~~designer clothing will be dependent upon larger corporations, domestic companies and product pricing~~plan.

~~Presently~~Six Months inEnded ~~the~~February ~~local Polish~~28, ~~market~~2022 ~~there are some well structured long standing designer apparel wholesalers~~ and ~~retailers in the marketplace.~~2021

~~Direct competitors include those wholesalers/retailers that carry some of the brands that Designer Export plans on carrying or could move easily into carrying, and are located throughout Poland.~~ Net Revenues

~~Indirect~~For the ~~competitors~~six ~~are~~months ~~those~~ended ~~wholesalers/retailers~~February in28, ~~Poland~~2022 ~~that focus on a different target market~~ and ~~carry~~2021, ~~brands~~our ofbusiness ~~the~~had ~~local~~no ~~designers~~sales.

24Gross Profits

~~Direct~~For the ~~Competition:~~six months ended February 28, 2022 and 2021, our business had no gross profit.

·Management Compensation

~~Royal~~For the ~~Collection~~six ~~(http://www~~months ended February 28, 2022 and 2021, our business had management compensation of $41,004 and $0, respectively.~~royalcollection.com.pl)~~

·General and Administrative Expenses

~~Ultimate~~For the ~~Fashion~~six ~~(http://www~~months ended February 28, 2022 and 2021, our business had general and administrative expenses of $121,167 and $1,723, respectively.~~ultimatefashion~~ For the six months ended February 28, 2022 general and administrative expenses increased primarily due to higher professional fees and management costs to continue the execution of the company’s business plan.~~pl)~~

·-23-

~~Brand New Products (http://www.brand.net.pl)~~Government Regulations

·We are subject to federal, state, provincial and local laws and regulations concerning business activities in general, including the laws of the state of Nevada. Our operations may be affected from time to time in varying degrees by domestic political developments, and federal and state laws.

Hurtownia i Sklep Safaris (http://www.sarafis.pl)

Dora (http://www.dora.comweb.pl)

Indirect Competition:

Bianca Fashion (http://www.bianca.de)

ForgetMeNot (http://forgetmenot.pl)

Bon Prix (http://www.bonprix.pl)

Ryba (http://ryba.net.pl)

Scarlet Fashion Shop (http://www.scarletmoda.pl)

Main Competition:

From a "look & feel" perspective, as well as consideration of designer brands that Designer Export, Inc intends to export, Royal Collection is considered the main competition in Poland.

In the Lubartow area, Scarlet Fashion Shop, located in Lublin and only 26.9 km away from Lubartow based Artmex SP J (the retailer we signed the Sales Agreement with) is considered to be the closest competition.

There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.

Development of Business

Designer Export has several potential methods of penetrating Polish market. They are, from the least resource-intensive to the most resource intensive:

Whole sell directly to retail stores or contact buying offices to be placed on their lists.

Present the company's website to be able to be engaged into the e-commercing.

Open a store.

Designer intends to begin with options 1 and later 2, above, and open a store only when or if we have the available resources and growth to warrant it (currently option 3 is highly questionable). For now, the company plans to use a direct wholesales force and retailers. These channels are the most appropriate because of time to market, reduced capital requirements, and fast access to established distribution channels.

On June 24, 2009 Sales Distribution Agreement was signed with “Artmex SP J”, Poland based clothing retailer.

The agreement with Artmex contains the following material terms:

1. Designer agrees to supply the Products and fill Artmex's written orders for Products in a timely manner, and in any event will use its best efforts to fill placed orders within a period of thirty days (30) days or less following receipt of any written order.

2. Artmex or Assigns has two options to pay for Products released by Designer to Artmex under this Agreement: by wire transfer prior to product shipment; by sending a check/money order. If Artmex decides to pay by check/money order, then Designer will apply a certain amount of days before shipping to have the check/money order cleared.

3. Product cost in this agreement will be determined according to the Product Description (above). Designer is entitled to make reasonable adjustment(s) to the price of the products; discounts can also be negotiated. Artmex will pay shipping, unless other arrangements have been made.

4. Termination of this Agreement may be commenced upon thirty (30) days written Notice. Termination will be effective sixty days (60) days following the date that Notice of termination is received by the non-terminating Party. Artmex or Assigns will be permitted to sell, market and distribute all Products (that have been ordered from Designer, or are in the possession of Artmex or Assigns at termination).

5. There are no set minimum quota requirements for sales under this Agreement. Designer is obliged to assist in the completion of each sales order regardless of the quantity. Orders will be taken on a case by cases basis by Designer.

The anticipated delivery date for the first Artmex shipment is between November 1 -20, 2009. Initially, our director Mr. Mikhail Tarasevich will work with the current sales agreement. In the future we also expect Mr. Tarasevich to work on potential sales/distribution agreements with other Polish wholesales, resellers and retailers.

We cannot guarantee that we will be able to find successful contracts with Polish apparel sellers, in which case our business may fail and we will have to cease our operations.

The distribution channel that has received the most attention recently is the Internet. Although it now represents only a small portion of apparel sales (it has to do with the fit and trial issues and difficulties with color and texture perception on computer monitors) this distribution channel has the most potential for growth. Consumers like the convenience of being able to shop from anywhere and at anytime they wish. In the future, assuming available resources and growth of the company, the goal will be to implement a functional and professionally-designed website that will provide information about products and product updates, will accommodate shipment orders as well as online catalogs to purchase products.

Store opening will entirely depend on the success of our business and availability of funds in the future.

In the next 12 months in connection with our business operations we expect to incur the revenues of approximately $18,900 (assuming 3 orders per month are purchased at $1,050 and sold with 50% margin at $1,575).

Insurance

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

Compliance with Government Regulation

We are not currently subject to direct federal, state or local regulation and we do not believe that government regulation will have a material impact on the way we conduct our business in Poland and the U.S.

Employees

WeAs of ~~are~~February a28, ~~development~~2022, ~~stage~~the ~~company~~Company ~~and~~has ~~we have~~ no ~~employees~~full astime ofor ~~the~~part ~~date~~time ~~of this prospectus~~employees, other than ~~our~~its ~~officers~~officer and ~~sole~~ director.

27Contractual Obligations

~~Research~~The Company ~~and~~is ~~Development~~not ~~Expenditures~~party to any contractual obligations other than indicated in Notes 5 and 6.

WeOff Balance ~~have~~Sheet ~~not incurred any other research or development expenditures since our incorporation.~~ Arrangements

~~Subsidiaries~~We have no off-balance sheet arrangements other than as described above.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any ~~subsidiaries~~retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

~~Patents~~Critical Accounting ~~and Trademarks~~ Policies

We have doidentified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not ~~own~~intended to be a comprehensive list of all of our accounting policies. In many cases, ~~either~~the ~~legally~~accounting ortreatment ~~beneficially~~of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any ~~patents~~associated orrisks ~~trademarks~~related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

~~Offices~~Income taxes are one such critical accounting policy. Income taxes are recorded on an accrual basis of accounting based on tax positions taken or expected to be taken in a tax return. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all or some portion, of such assets will more than likely not be realized. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. Since our inception, no such interest or penalties have been incurred.

~~Our office is currently located at 21 Pulawska Street, Suite 23, Lublin, Poland, 20~~-~~051. Our telephone number is +48~~24-223896676, our fax number is +48-224853458. This is the office of our Secretary, Ms. Urszula Dorota Paszko. We do not pay any rent to Ms. Paszko and there is no agreement to pay any rent in the future. Such costs are immaterial to the financial statements and, accordingly have not been reflected therein. Upon the completion of our offering, we do not intend to establish an office elsewhere.

~~Legal~~SUMMARY OF ~~Proceedings~~SIGNIFICANT ACCOUNTING POLICIES

~~We are not currently a party to any legal proceedings. Our address for service~~ Basis of ~~process in Nevada is 375 North Stephanie St, Suite 1411, Henderson, Nevada 89014-8909.~~Presentation

28Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.

~~Market~~Use of ~~for Common Equity And Related Stockholder Matters~~Estimates

NoThe preparation ~~Public~~of ~~Market~~the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. In the opinion of management, the condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for ~~Common~~the ~~Stock~~periods presented. Such adjustments are of a normal recurring nature.

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.Cash

~~Stockholders~~The Company considers all highly liquid investments with original maturities of ~~Our~~three ~~Common~~months ~~Shares~~or less to be cash equivalents. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation.

~~As of the date of this registration statement we have 30 registered shareholders.~~ -25-

~~Rule 144 Shares~~ Accounts Receivable

AAccounts receivable ~~total of 3,000,000 shares of our common stock~~ are ~~available~~carried ~~for~~at ~~resale~~their toestimated ~~the~~collectible ~~public in accordance with the volume and trading limitations of Rule 144 of the Act~~amounts. ~~The~~ ~~SEC~~Trade ~~has~~accounts ~~recently~~receivable ~~adopted~~are ~~amendments~~periodically toevaluated ~~Rule 144~~for ~~which~~collectability based ~~became effective~~ on ~~February 15,~~past ~~2008~~credit ~~and~~history ~~applies~~with tocustomers ~~securities acquired both before~~ and ~~after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell~~ their ~~securities~~current ~~provided~~financial that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the salecondition.

~~Persons who have beneficially owned restricted shares~~ Impairment of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any threeLong-~~month~~Lived ~~period only a number of securities that does not exceed the greater of either of the following:~~ Assets

•The Company’s 1%long-lived assets (consisting primarily of the ~~total~~fixed ~~number~~assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~securities~~an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the ~~same~~carrying ~~class~~amount ~~then~~of ~~outstanding,~~an ~~which~~asset ~~will~~to ~~equal~~the 45undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows,~~100~~ ~~shares~~an asimpairment charge is recognized by the amount by which the carrying amount of the ~~date~~asset exceeds the fair value of ~~this~~the ~~prospectus;~~asset. orThrough December 1, 2021, the Company had not experienced impairment losses on its long-lived assets.

~~• the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;~~Fixed Assets

~~provided,~~Fixed assets inare ~~each~~stated ~~case~~at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that weextend the life of these assets are ~~subject~~capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the ~~Exchange~~cost ~~Act~~of ~~periodic~~depreciable ~~reporting~~assets ~~requirements~~to operations over their estimated service lives. The Company uses the straight-line method of depreciation method for atboth ~~least~~financial ~~three~~reporting ~~months~~and ~~before~~tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of income. The estimated lives used to determine depreciation and amortization are:

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

Software		2-3 Years
Office Equipment		3-7 Years
Furniture and fixtures		8 Years
Waste and Recycling Equipment		5 Years
Leasehold Improvements		Varies by Lease
Service Equipment		5 Years

~~As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144.~~ -26-

29Leases

~~Stock~~The Company ~~Option~~leases ~~Grants~~an office in Charlotte, North Carolina, out of which the officer and director works.

ToDeferred Financing ~~date, we have not granted any stock options.~~ Policy

~~Registration~~The Company ~~Rights~~presents deferred financing costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense.

~~We have not granted registration rights to the selling shareholders or to any other persons.~~ Capital Leases

~~Dividends~~Assets under capital leases are capitalized using interest rates determined at the inception of each lease and are depreciated over either the useful life of the asset or the lease term, as appropriate, on a straight-line basis. The present value of the related lease payments is recorded as a debt obligation.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: Revenue Recognition

1.	we would not be able to pay our debts as they become due in the usual course of business; or
2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and recognized as revenue in the period the services were performed. For managed service fees, we require that payment be received on the first day of the service month. For repairs, maintenance and construction open-top services, we bill in arrears and include those billings in unbilled revenue on the accompanying balance sheets. Certain revenue-producing transactions are subject to taxes, such as sales tax, assessed by governmental authorities. Sales tax is recorded as a liability until it is paid to the state agency for which the services were collected.

~~We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.~~ Deferred Revenue

~~Plan~~Prepayments from ofcustomers ~~Operation~~before the period in which service is delivered are recorded as deferred revenue.

~~Following~~Fair Value ~~the date of this registration statement, our business plan is as follows:~~Measurements

WeThe Company ~~expect~~adopted ~~our~~the ~~first~~provisions ~~merchandise~~of ~~order~~ASC toTopic be820, ~~shipped~~“Fair toValue ~~Poland~~Measurements byand ~~the~~Disclosures”, ~~mid~~which ~~November~~defines ~~2009. Currently~~fair wevalue ~~also~~as ~~work~~used in onnumerous ~~additional~~accounting ~~sales/distribution~~pronouncements, ~~agreements~~establishes ~~with~~a ~~other~~framework ~~Polish~~for ~~based~~measuring ~~wholesalers~~fair value and ~~retailers.~~expands disclosure of fair value measurements.

30ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

WeLevel 1 ~~intend~~— toquoted ~~contact~~prices ~~approximately 50-60 prospective Polish retailers with high traffic flow~~ in ~~late~~active ~~October-November~~markets ~~2009. Depending~~for onidentical ~~the~~assets ~~amount~~or of agreements/orders that we manage to secure, we plan to keep exporting and selling the merchandise to Polish retailers. In the next twelve months we plan to secure at least 3 orders per month. The exact number of orders will depend on the success of our business and availability of funds. We can not guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations. liabilities

~~Even~~Level 2 if— wequoted ~~are~~prices ~~able~~for tosimilar ~~obtain~~assets ~~sufficient~~and ~~number~~liabilities ofin ~~sales~~active ~~agreements~~markets ator ~~the~~inputs ~~end of the twelve month period, there is no guarantee~~ that we will be able to attract and more importantly retain enough customers to justify our expenditures as well as the ongoing expenses of inventory purchases. Since each inventory purchase costs between $1,000-1,100, if we are ~~unable to generate a significant amount of revenue, we may not be able to purchase additional inventory which will harm our operations.~~observable

~~For~~Level 3 ~~the~~— ~~first~~inputs ~~six~~that ~~months~~are ~~all~~unobservable ~~our~~(for ~~operations~~example ~~will~~cash beflow ~~performed~~modeling byinputs ~~our~~based ~~sole~~on director, Mikhail Tarasevich. In the next six months, we may hire a part time sales distribution person. This individual will be an independent contractor compensated solely in the form of commissions, calculated as a percentage of net profits generated from sold merchandise orders. The typical duties of the sales distribution person will be to find potential wholesalers/retailers to secure contracts and to retain existing customer base. We expect to pay our sales distribution person nine percent of the net profits realized from our business.assumptions)

ByThe fair ~~March~~value of ~~2010,~~the ~~assuming~~Company’s ~~available~~current ~~recourses~~assets and ~~company~~current ~~growth~~liabilities asapproximate ~~planned~~their wecarrying ~~intend~~values todue ~~begin developing our website. We plan~~ to ~~hire~~their an outside web designer to help us design and develop our website. The website development costs, including site design and implementation will be approximately $2,800. The ongoing annual costs (including oneshort-~~time~~term ~~domain registration fee at $95, site hosting - $30 per month with SBC Yahoo and search engine registration - $200 per year) come up to $325~~nature. ~~Updating and improving our website will continue throughout the lifetime of our operations.~~

31-27-

~~We therefore expect to incur the following costs in the next 12 months in connection with our business operations:~~Income Taxes

Marketing costs	$ 2,000
General administrative costs	600
Website development costs	2,800
Website ongoing costs	325
Inventory purchase (assuming 3 orders per month at $1,050)	37,800
Professional fees (assuming 9%)	5,184
Estimated cost of this offering	8,504
Total	$ 57,213

We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

~~While~~We recognize tax benefits from uncertain tax positions only if we ~~have~~believe ~~sufficient~~that ~~funds~~it is more likely than not that the tax position will be sustained on ~~hand~~examination toby ~~commence~~the ~~business~~taxing ~~operations,~~authorities ~~our~~based ~~current~~on ~~cash~~the ~~reserves~~technical ~~and~~merits of the position. Although we believe that we have adequately reserved for our ~~anticipated~~uncertain ~~revenue~~tax ~~are~~positions, we can provide no assurance that the final tax outcome of these matters will not ~~sufficient,~~be materially different. We make adjustments to ~~meet~~these ~~our~~reserves ~~obligations~~when ~~for~~facts and circumstances change, such as the ~~next~~closing ~~twelve-month~~of ~~period~~a tax audit or the refinement of an estimate. As aTo ~~result~~the extent that the final tax outcome of these matters is different than the amounts recorded, wesuch differences will affect ~~need~~the toprovision ~~seek~~for ~~additional~~income ~~funding~~taxes in the ~~near~~period ~~future~~in which such determination is made and could have a material impact on our financial condition and operating results.

WeRecent Accounting anticipate that additional funding will be from the apparel sales revenues (approximately $18,900/per year) and also in the form of equity financing from the sale of our common stock. We may seek to obtain short-term loans from our director as well, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to raise the required financing, our operations could be materially adversely affected and we could be forced to cease operations.Pronouncements

~~Results~~In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-02, Leases (Topic 842). ASU 2017-02 impacts any entity that enters into a lease with some specified scope exceptions. The new standard establishes a right-of-use ~~Operations~~(ROU) model that requires the lessee to record a ROU asset and lease liability on the balance sheet for ~~Period~~all ~~Ending~~leases ~~July~~with 31terms longer than 12 months. Leases will be classified as either a finance or operating, ~~2009~~with classification affecting the pattern of expense recognition in the statement of operations. The guidance updates and supersedes Topic 840, Leases. For public entities, ASU 2017-02 is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018 and early adoption is permitted. A modified retrospective transition approach is required for leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has not yet implemented this guidance. However, based on the Company’s current operating lease arrangements, the Company does not expect adoption of this standard to have a material impact on its financial statements based on current obligations.

~~Since~~In August ~~our~~2017, ~~inception~~the onFASB ~~March~~issued 31ASU No. 2017-15, ~~2009~~Statement toof ~~July~~Cash ~~31,~~Flows ~~2009,~~(Topic we230). ~~incurred~~This ~~net~~standard ~~loss~~addresses the classification of ~~$803. These~~eight ~~operating~~specific ~~expenses~~cash ~~were~~flow ~~comprised~~issues with the objective of ~~$504~~reducing isthe ~~for~~existing ~~bank~~diversity ~~charges~~in ~~and~~practice. ~~$299~~ASU is2017-15 ~~for~~will ~~incorporation~~be ~~service~~effective ~~fee. As~~for fiscal ofyears ~~July~~beginning 31after December 15, ~~2009~~2017, weincluding ~~had~~interim ~~cash~~periods ofwithin ~~$23~~those fiscal years,~~096~~ inwith ~~our~~early ~~bank~~adoption ~~accounts~~permitted. ~~However,~~ weWe are ~~anticipate~~currently ~~that~~evaluating wethe ~~will~~impact ~~incur~~of ~~substantial~~this ~~losses~~new ~~over~~guidance ~~the~~on ~~next~~our 12consolidated ~~months.~~financial statements.

WeIn January ~~have~~2017, ~~not~~the ~~attained~~FASB ~~profitable~~issued ~~operations~~ASU 2017-04, Intangibles – Goodwill and ~~are~~Other ~~dependent~~(Topic ~~upon~~350). ~~obtaining~~This ~~financing~~standard simplifies how an entity is required to ~~continue~~test for goodwill impairment. ASU 2017-04 will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with ~~our~~early ~~business~~adoption ~~plan. For~~permitted ~~these~~after ~~reasons~~January 1, ~~there~~2017. isWe ~~substantial~~are ~~doubt~~currently ~~that~~evaluating wethe impact ~~will~~of bethis ~~able~~new toguidance ~~continue~~on asour aconsolidated ~~going~~financial ~~concern~~statements.

32Additional Company Matters

~~Changes~~The Company Inhas ~~and~~not ~~Disagreements~~filed ~~with~~for ~~Accountants~~bankruptcy protection nor has it ever been involved in receivership or similar proceedings.

WeThe Company ~~have~~is ~~had~~not nopresently ~~changes~~involved in any other legal proceedings material to the business or ~~disagreements~~financial ~~with~~condition ~~our~~of ~~accountants~~the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, in the next 12 months.

~~Available Information~~-28-

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statementDIRECTORS, EXECUTIVE ~~but~~OFFICERS ~~does~~AND ~~not~~SIGNIFICANT contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.EMPLOYEES

~~The~~As of ~~Securities~~February ~~and~~28, ~~Exchange~~2022, ~~Commission~~the ~~also~~Capstone ~~maintains~~Technologies aGroup, ~~web site at http://www~~Inc.~~sec.gov~~ ~~that~~had ~~contains~~no ~~reports~~full-time employees, ~~proxy~~who ~~statements~~were ~~and~~not ~~information~~an ~~regarding~~executive ~~registrants~~officer ~~that~~of ~~file electronically with~~ the ~~Commission. Our registration statement~~ Company, and ~~the~~no ~~referenced~~part-time ~~exhibits can also be found on this site~~employees.

~~Reports~~The following table presents information with respect to ~~Security~~our ~~Holders~~officers, directors and significant employees as of February 28, 2022:

Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act. We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.

Name of Officer/Director and Control Person

Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)

Residential Address (City / State Only)

Number of shares owned

Share type/class

Ownership Percentage of Class Outstanding(1)

Note

Michael D Pruitt

President, and Secretary/Treasurer

Charlotte, NC

1,000,000

Common

18.29

1, 2

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, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

1.)	Based on total shares issued and outstanding of 5,466,570.
2.)	Shares owned in the name of Avenel Financial Group, Inc., which is beneficially owned and controlled by Michael D. Pruitt.

33Our directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

~~Directors,~~Biographical Information ~~Executive~~Regarding Officers, ~~Promoters~~ and ~~Control Persons~~ Directors

~~Our~~Michael D. ~~executive~~Pruitt, ~~officer~~Chief ~~and~~Executive ~~director~~Officer, ~~and~~Chief ~~his~~Financial ~~age~~Officer, asDirector, ofPresident, ~~the~~Secretary, ~~date of this prospectus is as follows:~~ Treasurer

~~Director~~Michael Pruitt founded Avenel Financial Group in 1999, a boutique merchant banking firm concentrating on value-oriented investments both public and private on behalf of 40 families. Mr. Pruitt formed Amergent Hospitality Group, Inc (formerly Chanticleer Holdings, Inc), which commenced operations in June 2005 with him as Chairman of the Board of Directors and CEO, roles he continues to serve today. In January 2011, Mr. Pruitt became a director of the board of Hooters of America, LLC and was early investor/board member in Appalachian Mountain Brewery which was sold to Craft Brew Alliance (Nasdaq:BREW) in 2018.Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University in Conway, South Carolina, where he played on the 1982 and 83 World Series Baseball teams. Today he sits on the Board of Visitors of the E. Craig Wall Sr. College of Business Administration, the Coastal Education Foundation Board (Endowment Investment Committee), and the Athletic Committee of the Board of Trustees.

Name of Director	Age
Mikhail Tarasevich	48
Executive Officers:
Name of Officer	Age	Office
Mikhail Tarasevich	48	President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer
Urszula Dorota Paszko	34	Secretary

-29-

~~Biographical~~None of ~~Information~~our officers or directors are directors in any other U.S. reporting companies nor have they been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which they or their associates is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Set forth below is a brief description of the background and business experience of our officers and sole director for the past five years.

From March 31, 2009 till August 21, 2009 Mr. Yauheni Rabok was our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. On August 21, 2009 he sold his shares to Mr. Tarasevich, resigned and was replaced by Mr. Tarasevich, who is Designer Export, Inc’s new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

Mr. Tarasevich obtained the Bachelor of Science with Education Degree (B.Sc.Ed), Major in Physics and Mathematics, from Brest University in June 1982. After the graduation he worked as an Engineer for a small town of Tcherni and later as Sales Manager for various companies, including “StroiVest”, one of the largest wholesalers of home electronics such as televisions, radios, CD players, microwaves, washing machines, sound systems, etc. for LG, SONY and Panasonic.

Since 1999 Mr. Tarasevich has been self-employed working as an Owner/Consultant of an export/import company, working with wholesalers, distributors, retailers and marketing /advertising companies, mostly in Poland, dealing with all issues involving export and import, liaising with freight forwarders, issuing and preparing all necessary documents and paperwork.

Over the last 10 years Mr. Tarasevich has been consulting companies importing or exporting various goods, including engineering equipment, water supply equipment, home appliances, dishware, glassware, men’s and women’s apparel, building materials, construction machinery, food and children’s toys, souvenirs.

Mr. Tarasevich has not been a member of the board of directors of any corporations during the last five years. He intends to devote approximately 30% of his business time to our affairs.

Urszula Dorota Paszko, Secretary

Since March 2009, Urszula Dorota Paszko has been our Secretary. In June of 2001 Ms. Paszko finished Secretary courses in Lublin, Poland and from March 2003 till October 2007 has been working as Secretary for a small Polish retailer company. Since November 2007 Ms. Paszko has been working as sole proprietor owning a tile and bathroom accessory retail store in Lublin, Poland.

During the past five years, Mr. Tarasevich and Ms. Paszko have not been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of which Mr. Tarasevich or Ms. Paszko 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.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Tarasevich or Ms. Paszko’s involvement in any type of business, securities or banking activities.

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

Significant Employees

We have no significant employees other than our officers and sole director.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

Mikhail Tarasevich, our President will be devoting approximately 30% of his time to our operations and Urszula Dorota Paszko, our Secretary, will be devoting approximately 20% of her time to our operations. Because Mr. Tarasevich and Ms. Paszko will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

Executive Compensation

~~Summary~~ Compensation of ~~Table~~ Officers

~~The~~Option award ~~table~~compensation ~~below~~is ~~summarizes~~the ~~all~~fair ~~compensation~~value ~~awarded~~for ~~to,~~stock ~~earned~~options byvested during the period, ora ~~paid~~notional toamount ~~our~~estimated ~~executive~~at ~~officers~~the bydate ~~any~~of ~~person~~the ~~for~~grant using ~~all~~the ~~services~~Black-Scholes ~~rendered~~option-pricing inmodel. ~~all~~The ~~capacities~~actual tovalue usreceived ~~for~~by the ~~fiscal~~executives ~~period~~may differ materially and adversely from ~~our~~that estimated. ~~incorporation~~A onsummary ~~March~~of ~~31,~~cash ~~2009~~and toother ~~July~~compensation ~~31,~~paid ~~2009~~in ~~(our~~accordance ~~fiscal~~with ~~year~~management ~~end)~~consulting contracts for our Principal Executive Officer and ~~subsequent~~other ~~thereto~~executives tofor the ~~date~~most ofrecent ~~this~~two ~~prospectus.~~years is as follows:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens ation ($)	Total ($)
Mikhail Tarasevich President, CEO, CFO, Treasurer, Chief Accounting Officer, and sole director Urszula Dorota Paszko Secretary	2009 2010 2009 2010	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None

Executive Compensation

36SUMMARY COMPENSATION TABLE

Stock Option Grants

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)

Michael D. Pruitt, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director		2021	$	22,846		0		0		0		0		0		0	$	22,846
		2020	$	0		0		0		0		0		0		0	$	0

WeNarrative Disclosure ~~have not granted any stock options~~ to ~~our~~Summary ~~executive~~Compensation ~~officer since our inception.~~ Table

~~Consulting~~There are ~~Agreements~~no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive Officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

~~We do not have an employment or consulting agreement with any of our officers or director. We do not pay any of them for acting as a director or officer.~~-30-

~~Security Ownership of Certain Beneficial Owners and Management~~ Employment Contracts

~~The~~Michael D. ~~following~~Pruitt ~~table~~does ~~provides~~not ~~the~~have ~~names~~a ~~and~~written ~~addresses~~employment ofcontract ~~each~~at ~~person known to us to own more than 5% of our outstanding common stock as of the date of~~ this ~~prospectus, and by the officers and directors, individually and as a group~~time. ~~Except as otherwise indicated, all shares are owned directly.~~

Title of	Name and address	Amount of beneficial	Percent
Class	of beneficial owner	ownership	of class
Common	Mikhail Tarasevich	2,500,000	55.43%
Stock	President, Chief Executive Officer, Chief Financial
	Officer, Treasurer, Chief Accounting Officer and sole Director
	21 Pulawska St, Suite 23,
	Lublin, Poland, 20-051 Urszula Dorota Paszko Secretary 21 Pulawska St, Suite 23, Lublin, Poland, 20-051	500,000	11.09%
Common	All Officers and Directors as a	3,000,000	66.52%
Stock	group that consists of one person	shares

Stock Incentive Plan

~~The~~In the ~~percent~~future, ofwe ~~class~~may isestablish ~~based~~a onmanagement ~~4,510,000~~stock ~~shares~~incentive ofplan ~~common~~pursuant to which stock ~~issued~~options and ~~outstanding~~awards asmay ofbe ~~the~~authorized ~~date~~and granted to our directors, executive officers, employees and key employees or consultants. Details of ~~this~~such ~~prospectus~~a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

37Board of Directors

~~Certain~~Our board ~~Relationships~~of ~~and~~directors ~~Related~~currently ~~Transactions~~consists of one director, who is our CEO. As such, our director is not “independent” as defined in Rule 4200 of FINRA’s listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

~~None~~ Committees of the ~~following~~Board ~~parties has, since our date~~ of ~~incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:~~ Directors

* Any of our directors or officers; We *may ~~Any~~establish ~~person~~an ~~proposed~~audit ~~as a nominee for election as a director; * Any person who beneficially owns~~committee, ~~directly~~compensation ~~or indirectly~~committee, ~~shares~~a ~~carrying~~nominating ~~more~~and ~~than~~governance 5%committee ofand ~~the~~other ~~voting~~committees ~~rights attached~~ to our ~~outstanding~~Board ~~shares~~ of ~~common stock;~~ *Directors ~~Our~~in ~~sole~~the ~~promoter~~future, ~~Mikhail~~but Tarasevich; *have ~~Any~~not ~~relative~~done orso ~~spouse~~as of ~~any of~~ the ~~foregoing~~date ~~persons~~of ~~who~~this ~~has~~Prospectus. ~~the~~Until ~~same~~such ~~house~~committees asare ~~such~~established, ~~person;~~matters that *would ~~Immediate~~otherwise ~~family~~be ~~members~~addressed ofby ~~directors,~~such ~~director~~committees ~~nominees,~~will ~~executive~~be ~~officers~~acted ~~and~~upon ~~owners~~by ofthe 5%Board ~~or more~~ of ~~our common stock~~Directors.

~~Disclosure of Commission Position Of Indemnification for~~ Director ~~Securities Act Liabilities~~Compensation

~~Our~~We currently ~~officers~~do ~~and~~not ~~sole~~pay ~~director is indemnified as provided by the Nevada Revised Statutes and~~ our ~~Bylaws. We~~directors ~~have~~any ~~been~~compensation ~~advised that in the opinion of the Securities and Exchange Commission indemnification~~ for ~~liabilities~~their ~~arising~~services ~~under the Securities Act is against public policy~~ as ~~expressed~~board ~~in the Securities Act~~members, ~~and~~with ~~is, therefore, unenforceable. In~~ the ~~event~~exception ~~that a claim for indemnification against such liabilities is asserted by one~~ of ~~our~~reimbursing ~~directors,~~and ~~officers,~~board related orexpenses. ~~controlling~~In ~~persons in connection with~~ the ~~securities being registered~~future, we ~~will,~~may ~~unless~~compensate indirectors, ~~the~~particularly ~~opinion~~those ofwho ~~our~~are ~~legal~~not ~~counsel~~also ~~the~~employees ~~matter~~and ~~has~~who ~~been~~act ~~settled~~as byindependent board ~~controlling precedent~~members, ~~submit~~on ~~the~~either ~~question~~a ofper ~~whether~~meeting ~~such~~or ~~indemnification~~fixed iscompensation ~~against public policy to court of appropriate jurisdiction~~basis. ~~We will then be governed by the court's decision.~~

~~FINANCIAL STATEMENTS~~-31-

~~Index~~Limitation of toLiability ~~Financial~~and ~~Statements:~~Indemnification of Officers and Directors

1.	Report of Independent Registered Public Accounting Firm;			F-1
2.	Audited financial statements for the period from inception (March 31, 2009) to July 31, 2009
	a.	Balance Sheet;	F-2
	b.	Statement of Operations;	F-3
	c.	Statement of Cash Flows;	F-4
	d.	Statement of Stockholder’s Equity; and	F-5
	e.	Notes to Financial Statements	F-6

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Nevada law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

38The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company’s Bylaws, which are attached to this Prospectus.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our Common Stock as of February 28, 2022. None of our Officers or Directors are selling stock in this Offering.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

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Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Common Stock. Percentage of beneficial ownership before the offering is based on 5,466,570 Shares of Common Stock outstanding as of February 28, 2022.

Name of Officer/Director and Control Person

Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)

Residential Address (City / State Only)

Number of shares owned

Share type/class

Ownership Percentage of Class Outstanding(1)

Note

Sky Direct LLC

Owner of more than 5%

Brookeville, NY

3,333,333

Common

60.98

Michael D Pruitt

President, and Secretary/Treasurer

Charlotte, NC

1,000,000

18.29

Clinton Stokes

Owner of more than 5%

Newberry Park, CA

491,333

Common

8.99

N/A

Ren Zhiqing

Owner of more than 5%

Taiyuan City, China

272,000

Common

4.98

N/A

1.) Based on total shares issued and outstanding of 5,466,570.

2.) Purchased the shares previously owned by Barbara McIntyre Bauman.

3.) Shares owned in the name of Avenel Financial Group, Inc., which is beneficially owned and controlled by Michael D. Pruitt.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

RELATED PARTY TRANSACTIONS

During the quarter ended November 30, 2020, Barbara McIntyre Bauman, the Company’s President, Secretary and Treasurer, paid expenses on behalf of the Company totaling $3,225 to revive the Company’s operations. On September 3, 2020, the Company issued 250,000,000 shares of common stock to Barbara McIntyre Bauman for repayment of this related party debt totaling $3,225.

The Company has not engaged or otherwise worked with any “promoters” within the past five years, as that term is defined under the Securities Act of 1933, Rule 405, 17 C.F.R. § 230.405.”

-33-

SECURITIES BEING OFFERED

The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company’s Articles of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at least for the next 12 months the majority of the Company’s voting power will be held by Management through their combined beneficial ownership of [SHARES OWNED BY MANAGEMENT] shares of Common Stock, the holders of Common Stock issued pursuant to this Prospectus should not expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company’s Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company’s Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

The minimum subscription that will be accepted from an investor is $50,000.00 for the purchase of 20,000 Shares (the ‘Minimum Subscription’).

A subscription for $50,000.00 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check or wire/ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

Once the minimum number of shares is sold, the Company can hold its first closing and funds can be released to the Company.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company’s acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Prospectus. The Company has engaged Transfer Online to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company’s Bylaws, which are attached to this Prospectus.

-34-

DISQUALIFYING EVENTS DISCLOSURE

Recent changes to S-1 promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer’s interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain “Disqualifying Events” described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under S-1, and, depending on the circumstances, may be required to register the Offering of the Company’s Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

ERISA CONSIDERATIONS

Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, “ERISA Plans”), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary’s independent control over the assets in his account is adequate to relieve the ERISA Plan’s fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

-35-

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the “Final Plan Assets Regulations”) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as “plan assets”). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding “plan assets.” Management anticipates that we would clearly be characterized as an “operating” for the purposes of the regulations, and that it would therefore not be deemed to be holding “plan assets.”

Classification of our assets of as “plan assets” could adversely affect both the plan fiduciary and management. The term “fiduciary” is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a “fiduciary” of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as “plan assets,” certain transactions that we might enter into in the ordinary course of our business might constitute “prohibited transactions” under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their “current value” as of the close of the plan’s fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, “current value” means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, “Qualified Plan”) and by an individual retirement account (“IRA”) is generally exempt from taxation. However, if a Qualified Plan or IRA earns “unrelated business taxable income” (“UBTI”), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

-36-

EXPERTS

The audited financial statements of, Capstone Technologies Group, Inc. for the years ended August 31, 2021 and 2020 included in this registration statement have been so included in reliance upon the report of BF Borgers CPA PC an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Matheau J. W. Stout, Esq., of Hunt Valley, Maryland, will issue to Capstone Technologies Group, Inc. its opinion regarding the legality of the common stock being offered hereby. Matheau J. W. Stout, Esq. has consented to the references in this prospectus to his legal opinion.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

A copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov .

Upon effectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.thedispensingsolution.com. You may access our reports and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

-37-

CONTENTS

Condensed Consolidated Balance Sheets for the years ended August 31, 2021 and 2020	F-2
Condensed Consolidated Statements of Operations for the years ended August 31, 2021 and 2020	F-3
Condensed Consolidated Statements of Cash Flows for the years ended August 31, 2021 and 2020	F-4
Condensed Consolidated Statement of Stockholders’ Deficit for the years ended August 31, 2021 and 2020	F-5
Notes to Condensed Consolidated Financial Statements for the years ended August 31, 2021 and 2020	F-6

Condensed Consolidated Balance Sheets for the period ended February 28, 2022 and 2021	F-9
Condensed Consolidated Statements of Operations for the six months ended February 28, 2022 and 2021	F-10
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2022 and 2021	F-11
Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended February 28, 2022 and 2021	F-12
Notes to Condensed Consolidated Financial Statements for the six months ended February 28, 2022 and 2021	F-13

-38-

Report of Independent Registered Public Accounting Firm

To the ~~The~~shareholders ~~Board~~and the board of ~~Directors~~directors ~~and~~of ~~Stockholders~~Capstone Technologies Group, Inc.

~~Designer~~Opinion on ~~Export,~~the ~~Incorporated~~Financial Statements

~~Lublin~~We have audited the accompanying balance sheets of Capstone Technologies Group, ~~Poland~~Inc. (the “Company”) as of August 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, 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 of August 31, 2021 and 2020, 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.

WeSubstantial Doubt ~~have~~about ~~audited~~ the ~~accompanying balance sheet of Designer Export, Inc. (A Development Stage~~ Company~~) as of July 31, 2009, and the related statements of operations, stockholders~~’ ~~equity, and cash flows from inception (March 31, 2009) to July 31, 2009. These financial statements are the responsibility of the Company'~~s ~~management.~~Ability ~~Our responsibility is~~ to ~~express~~Continue anas ~~opinion~~a onGoing ~~the financial statements based on our audit.~~ Concern

WeThe accompanying ~~conducted~~financial ~~our~~statements ~~audit~~have inbeen ~~accordance~~prepared ~~with~~assuming ~~standards~~that of the ~~Public~~ Company ~~Accounting~~will ~~Oversight~~continue ~~Board~~as ~~(United~~a ~~States)~~going concern. ~~Those~~ ~~standards~~As ~~require~~discussed ~~that~~in weNote 3 ~~plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the financial statements, ~~are~~the ~~free~~Company’s ofsignificant ~~material~~operating ~~misstatement. An~~losses ~~audit~~raise ~~includes~~substantial ~~examining,~~doubt onabout aits ~~test~~ability ~~basis,~~to ~~evidence~~continue as ~~supporting~~a ~~the~~going ~~amounts~~concern. ~~and~~The ~~disclosures in the~~ financial statements~~. An~~ ~~audit~~do ~~also~~not ~~includes~~include ~~assessing~~any ~~the~~adjustments ~~accounting~~that ~~principles~~might ~~used~~result ~~and~~from ~~significant estimates made by management, as well as evaluating~~ the ~~overall~~outcome ~~financial~~of ~~statement~~this ~~presentation~~uncertainty. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InBasis for our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Designer Export Inc. (A Development Stage Company) as of July 31, 2009, and the results of their operations and cash flows from inception (March 31, 2009) to July 31, 2009 in conformity with accounting principles generally accepted in the United States. Opinion

~~The accompanying~~ These financial statements ~~have~~are ~~been~~the ~~prepared~~responsibility ~~assuming~~of the Company’s ~~will~~management. ~~continue~~Our asresponsibility ais ~~going~~to ~~concern.~~express Asan ~~discussed~~opinion inon ~~Note 1 to~~ the Company’s financial statements, ~~the~~based ~~Company~~on ~~has~~our ~~suffered~~audit. ~~recurring~~We ~~losses~~are ~~from~~a ~~operations,~~public ~~which~~accounting ~~raise~~firm ~~substantial~~registered ~~doubt~~with ~~about~~the ~~its~~Public ~~ability~~Company toAccounting ~~continue~~Oversight asBoard (United aStates) ~~going~~(“PCAOB”) ~~concern.~~and ~~Management’s~~are ~~plans~~required into ~~regard~~be toindependent ~~these~~with ~~matters~~respect ~~are~~to ~~also~~the ~~described~~Company in ~~Note~~accordance 1with the U.S. ~~The~~federal securities ~~financial~~laws ~~statements~~and dothe ~~not~~applicable ~~include~~rules ~~any~~and ~~adjustments~~regulations ~~that~~of ~~might~~the ~~result~~Securities ~~from~~and ~~the~~Exchange ~~outcome~~Commission ofand ~~this~~the ~~uncertainty~~PCAOB.

DeWe conducted ~~Joya~~our ~~Griffith~~audit &in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, ~~LLC~~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.

~~/s/~~Our audit Deincluded ~~Joya~~performing ~~Griffith~~procedures &to ~~Company~~assess the risks of material misstatement of the financial statements, ~~LLC~~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 audit 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 audit provides a reasonable basis for our opinion.

~~Henderson,~~/s/ BF NVBorgers CPA PC

~~September~~BF Borgers ~~14,~~CPA ~~2009~~ PC

We have served as the Company’s auditor since 2021

Lakewood, CO

September 13,2021

F-1

39CAPSTONE TECHNOLOGIES GROUP, INC.

DESIGNER EXPORT, INC. (A Development Stage Company) Balance Sheet (Audited)
Assets
			As of
			July 31,
			2009
Current Assets
	Cash	$	23,096
Total current assets			23,096
Total assets		$	23,096
Liabilities and Stockholders’ Equity
Current Liabilities
	Advance from director	$	299
	Total current liabilities		299
	Total liabilities		299
Stockholders’ Equity
	Common stock, $0.001 par value, 75,000,000 shares authorized;
	4,510,000 shares issued and outstanding		4,510
	Additional paid-in-capital		19,090
	Deficit accumulated during the development stage		(803)
Total stockholders’ equity			22,797
Total liabilities and stockholders’ equity		$	23,096
	The accompanying notes are an integral part of these financial statements.

BALANCE SHEETS

~~F-1~~(Audited)

	31-Aug-21			31-Aug-20

ASSETS
Current Assets
Cash	$	126,622		$	-
Due from related parties		30,052			-
Total Current Assets		156,674			-

TOTAL ASSETS	$	156,674		$	-


LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	-		$	550
Accrued Payroll		1,580
Accrued Liabilities		26,327
Current Portion -Note Payable		250,000			-
Due to related parties		-			17,254
Total Current Liabilities		277,907			17,804

STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 500,000,000 shares authorized; 4,466,570 shares issued and outstanding at August 31, 2021 and 84,980,740 sharea issued and outstanding at August 31, 2020, repectively		4,466			84,981
Additional paid-in capital		284,039			183,997
Accumulated deficit		(409,738	)		(286,782	)
Total Stockholders’ Deficit		(121,233	)		(17,804	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	156,674		$	-

DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Operations (Audited)
			From Inception (March 31, 2009) to July 31, 2009
Revenues	$	-
Expenses
General and administrative		803
Net loss from operations		(803)
Net loss	$		(803)
Loss per common share -basic	$		Nil
Weighted Average Number of Common Shares Outstanding-basic			2,470,163
The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements

F-2

41CAPSTONE TECHNOLOGIES GROUP, INC.

DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Stockholders’ Equity From Inception (March 31, 2009) to July 31, 2009 (Audited)
		Number of common shares		Amount	Additional paid-in- capital	Deficit accumulated during development stage	Total stockholders’ equity
Balance at inception (March 31, 2009)
		-		$ -	$ -	$ -	$ -
May 2009 Common shares
issued for cash at $0.001		3,000,000		3,000	-	-	3,000
June 2009 Common shares
issued for cash at $0.01		960,000		960	8,640		9,600
July 2009 Common shares
Issued for cash at $0.02		550,000		550	10,450		11,000
Net (loss)						(803)	(803)
Balance as of July 31, 2009 (audited)	4,510,000		$ 4,510		$ 19,090	$ (803)	$ 22,797

STATEMENT OF OPERATIONS

~~The accompanying notes are an integral part of these financial statements.~~(Audited)

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		69,965			12,737
Payroll related		36,867
Office Expenses		6,042
Total Operating Expenses		112,874			12,737

Interest Expense		10,082			-

Net Loss	$	(122,956	)	$	(12,737	)

PER SHARE AMOUNTS
Basic and diluted earnings per share		-			-

Weighted average number of common shares outstanding - basic and diluted		309,064,304			84,980,740

The accompanying notes are an integral part of these financial statements

F-3

42CAPSTONE TECHNOLOGIES GROUP, INC.

DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Cash Flows (Audited)
						From Inception (March 31, 2009) to July 31, 2009
Cash flows from operating activities
	Net loss				$	(803)
	Net cash used by operating activities					(803)
Cash flows from financing activities
		Advance from director				299
		Proceeds from issuance of common stock				23,600
		Net cash provided by financing activities				23,899
Net increase in cash and equivalents						23,096
Cash and equivalents at beginning of the period						-
Cash and equivalents at end of the period					$	23,096
			Supplemental cash flow information:
			Cash paid for:
			Interest	$		-
			Taxes	$		-
The accompanying notes are an integral part of these financial statements.

STATEMENT OF CASH FLOWS

(Audited)

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Cash Flow from Operating Activities
Net loss for the twelve months	$	(122,956	)	$	(12,737	)

Adjustments to reconcile net loss to net cash used in operating activities:
Increase (Decrease) in operating assets and liabilities:
Increase (Decrease) in accrued liabilities		27,907
Increase (Decrease) in related party payable		(16,302	)		12,187
Increase (Decrease) in accounts payable		(550	)		550
Net Cash Used in Operating Activities		(111,901	)		-

Cash Flow from Investing Activities
Net cash provided by (used in) investing activities		-			-

Cash Flows from Financing Activities
Conversion of related party payable		3,225			-
Increase in notes payable to related party		250,000
Increase in advance to related party		(30,052	)
Forgivness of related party payable		16,302
Received from related parties		(952	)		-
Net Cash Provided by Financing Activities		238,523			-

Net increase (decrease) in cash, cash equivalents, and restricted cash		126,622			-
Cash, cash equivalents, and restricted cash at beginning of the year		-			-
Cash, cash equivalents, and restricted cash at end of the period	$	126,622		$	-

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	-		$	-
Inncome taxes paid during the period	$	-		$	-

Non-Cash Financing and Investing Activities:
Conversion of related party payable	$	3,225		$	-
Forgiveness of related party payable	$	16,302		$	-

The accompanying notes are an integral part of these financial statements

F-4

43CAPSTONE TECHNOLOGIES GROUP, INC.

~~DESIGNER~~STATEMENT OF ~~EXPORT,~~STOCKHOLDERS’ ~~INC.~~DEFICIT

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

NOTE 1- NATURE OF OPERATIONS AND BASIS OF PRESENTATION

							Additional			Accumulated					Total
	Common Stock						Paid-in			Other		Accumulated			Stockholders’
	Shares			Amount			Capital			Comprehensive		Deficit			Deficit

Balance at August 31, 2019		84,980,740		$	84,981		$	163,389		$	-	$	(274,045	)	$	(25,675	)

Foregiveness of accounts payable by vendor								20,608								20,608
Net loss for the year ended August 31, 2020													(12,737	)		(12,737	)

Balance at August 31, 2020		84,980,740		$	84,981		$	183,997		$	-	$	(286,782	)	$	(17,804	)

Conversion of related party payable		250,000,000		$	250,000		$	(246,775	)						$	3,225
Foregiveness of related party payable							$	16,302							$	16,302
Reverse Stock Split (75 for 1)		(330,514,170	)	$	(330,515	)	$	330,515							$	-
Net loss for the twelve months ended August 31, 2021												$	(122,956	)	$	(122,956	)

Balance at August 31, 2021		4,466,570		$	4,466		$	284,039		$	-	$	(409,738	)	$	(121,233	)

~~DESIGNER EXPORT, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 31, 2009.~~ The accompanying ~~Company~~notes ~~is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) and its efforts~~ are ~~primarily~~an ~~devoted~~integral topart exporting designer brand apparel from the United States to Poland. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of athese ~~new~~financial ~~business enterprise. For the period from inception (March 31, 2009) through July 31, 2009, the Company has accumulated losses of $803.~~statements

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statement of operations, stockholder’s equity and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Fiscal Periods

The Company's fiscal year end is July 31.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $803 as of July 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS 123(R). To date, the Company has not adopted a stock option plan and has not granted any stock options.

F-5

44CAPSTONE TECHNOLOGIES GROUP, INC.

~~DESIGNER~~NOTES TO ~~EXPORT,~~FINANCIAL ~~INC.~~STATEMENTS

(AAugust 31, ~~Development Stage Company)~~2021

Notes to Financial Statements

July 31, 2009

(Audited)

2.NOTE 1 ~~SUMMARY~~- OFORGANIZATION ~~SIGNIFICANT~~AND ~~ACCOUNTING POLICIES (Continued)~~OPERATIONS

The Company was originally incorporated in the State of Nevada on March 31, 2009, under the name Designer Export, Inc. On July 1, 2010, the Company changed its name to China Bilingual Technology & Education Group Inc. and on April 24, 2017 the Company changed its name to Capstone Technologies Group, Inc. its current name.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Income Taxes

The Company follows ~~the~~FASB ~~liability~~ASC ~~method~~Subtopic ~~of accounting for income taxes in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 109~~740, ~~“Accounting for~~ Income Taxes”, ~~and~~for ~~clarified~~recording bythe ~~FIN~~provision ~~48 “Accounting~~ for ~~Uncertainty~~income ~~in Income Taxes – an interpretation of FASB Statement No~~taxes. ~~109.” Under~~Deferred ~~this method, deferred~~ tax assets and liabilities are ~~recognized~~computed ~~for~~based upon the ~~future~~difference ~~tax consequences attributable to differences~~ between the financial statement ~~carrying amounts of existing assets~~ and ~~liabilities~~income ~~and their respective~~ tax ~~balances. Deferred~~basis ~~tax~~of assets and liabilities ~~are measured~~ using ~~enacted~~the ~~or substantially~~ enacted marginal tax ~~rates~~rate ~~expected~~applicable towhen ~~apply to~~ the ~~taxable~~related ~~income~~asset inor ~~the~~liability ~~years~~is ~~in which those differences are~~ expected to be ~~recovered~~realized or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

~~Net~~Deferred income ~~Loss~~tax ~~per~~expenses ~~Share~~or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.

~~The~~Future changes ~~Company~~in ~~computes~~such ~~net~~valuation ~~loss~~allowance ~~per~~are ~~share~~included in ~~accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on~~ the ~~face~~provision offor ~~the~~deferred income ~~statement.~~taxes ~~Basic EPS is computed by dividing net loss available to common~~in ~~stockholders (numerator) by~~ the ~~weighted average number of shares~~ ~~outstanding (denominator) during the~~ period~~. Diluted~~ ~~EPS~~of ~~gives effect to all potentially dilutive common shares outstanding during the period~~change. ~~Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.~~

~~Recent Accounting Pronouncements~~Stock-based Compensation

InThe Company ~~June~~follows ~~2009, the~~ FASB ~~issued~~ASC ~~Statement~~Subtopic ~~of Financial Accounting Standards No. 168~~718, ~~“The~~Stock ~~FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”) and in doing so~~Compensation, ~~authorized the Codification as the sole source~~ for ~~authoritative~~accounting ~~U.S. GAAP. SFAS No. 168 will be effective~~ for ~~financial statements issued for reporting periods that end after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10~~stock-Kbased ~~for the fiscal year ending July 31, 2010~~compensation. ~~This will not have an impact on the results of the Company.~~

InThe guidance ~~June~~requires ~~2009~~that new, ~~the~~modified ~~FASB~~and ~~issued~~unvested ~~Statement~~share-based ofpayment ~~Financial~~transactions ~~Accounting~~with ~~Standards No. 167~~employees, ~~“Amendments~~such toas ~~FASB~~grants ~~Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination~~ of ~~the~~stock ~~exemption~~options ~~for~~and restricted ~~qualifying special purpose entities~~stock, ~~(2)~~be arecognized ~~new~~in ~~approach~~the ~~for~~consolidated ~~determining~~financial ~~who~~statements ~~should~~based ~~consolidate~~on atheir ~~variable-interest~~fair ~~entity,~~value ~~and~~at ~~(3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for~~ the ~~first~~grant ~~annual~~date ~~reporting period beginning after November 15, 2009~~ and ~~for~~recognized ~~interim~~as compensation ~~periods~~expense ~~within~~over ~~that~~their ~~first~~vesting ~~annual reporting period~~periods. The Company ~~will~~also ~~adopt~~follows ~~SFAS 167 in fiscal 2010. The Company does not expect that~~ the ~~adoption~~guidance offor ~~SFAS~~equity ~~167~~instruments ~~will~~issued ~~have~~to ~~a material impact on the financial statements~~consultants.

InBasic Loss ~~June 2009,~~Per the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.Share

InFASB ASC ~~June~~Subtopic ~~2009~~260, ~~the~~Earnings ~~FASB~~Per ~~issued Statement of Financial Accounting Standards No. 165~~Share, ~~“Subsequent~~provides ~~Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting~~ for ~~and~~the ~~disclosure~~calculation of ~~events~~“Basic” ~~that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements~~ and ~~annual~~“Diluted” ~~financial~~earnings ~~statements.~~per ~~SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009~~share. ~~SFAS 165 does not have a material impact on our financial statements.~~

Basic earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At August 31, 2021, cash equivalents amounted to $126,622.

F-6

45NOTE 3 – GOING CONCERN

~~DESIGNER~~The accompanying ~~EXPORT~~financial statements have been prepared assuming that the Company will continue as a going concern, ~~INC~~which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(AAs reflected ~~Development~~in ~~Stage~~the accompanying financial statements, the Company) had an accumulated deficit at August 31, 2021 of $409,738 and its liabilities exceeded its assets. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

~~Notes~~While the Company is attempting to ~~Financial~~commence ~~Statements~~operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. In addition, the company has access to additional drawdowns of $750,000 on the Note entered into of February 26, 2021 with Sky Direct LLC. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~July~~The financial ~~31,~~statements ~~2009~~do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~(Audited)~~NOTE 4 – STOCKHOLDERS’ DEFICIT

2.Capital Stock ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Issued

~~In April 2009,~~ During the ~~FASB~~quarter ~~issued~~ended ~~Financial~~November ~~Staff~~30, ~~Position No. FAS 157-4~~2020, ~~“Determining~~the ~~Fair~~Company ~~Value~~issued ~~When~~250 ~~the~~million ~~Volume~~shares ~~and Level~~ of ~~Activity~~capital ~~for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”)~~stock. ~~FAS~~ ~~157-4~~This ~~provides~~stock ~~guidance~~was onissued ~~estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required~~ to ~~disclose~~a related party in ~~interim~~exchange ~~and annual periods the inputs and valuation techniques used to measure fair value. FAS 157-4 is effective~~ for ~~interim and annual periods ending after June 15~~$3,255 ~~2009. The~~of ~~Company~~advances ~~does~~made ~~not~~by ~~expect~~ the ~~adoption~~related ~~of FAS 157-4 will have a material impact on its financial condition or results of operation~~party.

InAuthorized Capital December 2008, the FASB issued Financial Staff Position No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. FAS 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted FAS 140-4 effective March 31, 2009. The adoption had no impact on the Company’s results of operations, financial condition or cash flows.Stock

In December 2008, the FASB issued Financial Staff Position No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FAS 132(R)-1”). FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. FAS 132 (R)-1 is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FAS 132(R)-1 will have a material impact on its financial condition or results of operation.Common Stock

InThe Company ~~October~~is ~~2008,~~authorized ~~the~~to ~~FASB~~issue ~~issued Financial Staff Position No. FAS 157-3~~500,000,000 ~~“Determining~~shares ~~the~~of ~~Fair~~common ~~Value~~stock ofwith a ~~Financial~~par ~~Asset~~value ~~When~~of ~~the~~$0.001 ~~Market~~per ~~for~~share. ~~That~~As ~~Asset~~of isAugust ~~Not~~31, ~~Active~~2021,” ~~(“FAS 157-3”)~~4,466,570 shares ~~which~~were ~~clarifies~~issued ~~application~~and ~~of SFAS 157 in a market that is not active~~outstanding. ~~FAS~~On ~~157-3~~August ~~was effective upon issuance~~5, ~~including~~2021 ~~prior~~a ~~periods~~75 ~~for~~to ~~which~~1 ~~financial~~reverse ~~statements~~stock ~~have~~split ~~not~~was ~~been~~effectuated ~~issued. The~~that ~~adoption~~reduced ~~of FAS 157-3 had no impact on~~ the ~~Company’s~~number ~~results~~ of ~~operations,~~issued and ~~financial~~outstanding ~~condition~~shares orby ~~cash flows~~330,514,160.

InNOTE 5 ~~September~~– ~~2008,~~INCOME the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.TAXES

InThe provision ~~June 2008,~~for ~~the~~Federal ~~FASB~~income ~~issued~~tax ~~FASB~~consists Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of ~~earnings per share under~~ the ~~two-class~~following ~~method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective~~ for ~~financial~~the ~~statements~~period ~~issued~~ended ~~for~~August ~~fiscal years beginning on or after December 15~~31, ~~2008~~2021 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our financial position and results of operations if adopted.2020:

	For the twelve months ended August 31, 2021			For the twelve months ended August 31, 2020

Income tax expense (benefit) at statutory rate		(25,821	)		(2,675	)
Change in valuation allowance		25,821			2,675
Income tax expense		-			-

The cumulative tax effect at the expected rate of 21% and 21% respectively of significant items comprising our net deferred tax amount is as follows as of August 31, 2021 and August 31, 2020:

	31-Aug-21			31-Aug-20

Gross deferred tax asset		86,045			60,224
Valuation allowance		(86,045	)		(60,224	)
Net deferred tax asset		-			-

The Company has not recognized a deferred tax asset in these financial statements as it is not more-likely-than-not that the future taxable profit against which loss can be utilized will be realized. Accordingly, a 100% valuation allowance has been made.

The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:

	31-Aug-21			31-Aug-20

Income tax at U.S. statutory rate		21	%		21	%
Valuation allowance		-21	%		-21	%

NOTE 6 – SUBSEQUENT EVENTS

In early September Sky Direct has advanced the Company an additional $100,000 on its Note.

F-7

46Unaudited Financial Statements for the six months ended February 28, 2022 and 2021

DESIGNER EXPORT, INC.

Condensed Consolidated Balance Sheets for the period ended February 28, 2022 and 2021	F-9
Condensed Consolidated Statements of Operations for the six months ended February 28, 2022 and 2021	F-10
Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2022 and 2021	F-11
Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended February 28, 2022 and 2021	F-12
Notes to Condensed Consolidated Financial Statements for the six months ended February 28, 2022 and 2021	F-13

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS

No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

F-8

47CAPSTONE TECHNOLOGIES GROUP, INC.

~~DESIGNER EXPORT, INC.~~BALANCE SHEETS

(~~A Development Stage Company~~Unaudited)

Notes to Financial Statements

	28-Feb-22			31-Aug-21

ASSETS
Current Assets
Cash	$	23,390		$	126,622
Interest Receivable		5,984			-
Prepaid Expense		2,427
Due from related parties		2,526			30,052
Total Current Assets		34,327			156,674

Investments
Notes Receivable		830,000
Equity Investments		485,000			-
Total Investments		1,315,000			-

TOTAL ASSETS	$	1,349,327		$	156,674


LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and Other Accrued Liabilities	$	13,204		$	16,245
Accrued Payroll		1,582			1,580
Accrued Interest		62,301			10,082
Current Portion -Convertible Notes Payable		1,550,000			250,000
Due to related parties		-			-
Total Current Liabilities		1,627,087			277,907

STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value; 500,000,000 shares authorized; 5,466,570 shares issued and outstanding at February 28, 2022 and 4,466,570 sharea issued and outstanding at August 31, 2021, repectively		5,466			4,466
Additional paid-in capital		284,039			284,039
Accumulated deficit		(567,265	)		(409,738	)
Total Stockholders’ Deficit		(277,760	)		(121,233	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,349,327		$	156,674

~~July~~The accompanying ~~31,~~notes ~~2009~~are an integral part of these unaudited financial statements

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In December 2007, the FASB, issued FAS No. 141 (revised 2007), “Business Combinations”. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

NOTE 3- STOCKHOLDERS’ EQUITY

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.

On May 8, 2009, the Company issued 2,500,000 shares of common stock to a director at a price of $0.001 per share for total cash proceeds of $2,500.

On May 27, 2009, the Company issued 500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $500.

On June 23, 2009, the Company issued 960,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $9,600.

On July 16, 2009, the Company issued 550,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $11,000.

During the period from (inception) March 31, 2009 to July 31, 2009, the Company sold a total of 4,510,000 shares of common stock for total cash proceeds of $23,600.

F-9

48CAPSTONE TECHNOLOGIES GROUP, INC.

~~NOTE~~STATEMENT OF ~~4 - INCOME TAXES~~OPERATIONS

As of July 31, 2009, the Company had net operating loss carry forwards of $803 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.(Unaudited)

Components of net deferred tax assets, including a valuation allowance, are as follows at July 31, 2009

	For the six months ended 2/28/22			For the six months ended 2/28/21

Revenue	$	-		$	-
Total Revenue		-			-

Expenses
Professional fees		71,348			1,723
Payroll related		41,004
Office Expenses		8,815
Total Operating Expenses		121,167			1,723

Interest Expense		(52,219	)		-
Interest Income		15,859			-

Net Loss	$	(157,527	)	$	(1,723	)

PER SHARE AMOUNTS
Basic and diluted earnings per share	$	(0.03	)		-

Weighted average number of common shares outstanding - basic and diluted		4,527,343			330,837,094

		2009
Deferred tax assets:
Net operating loss carry forward	$	803
Total deferred tax assets		281
Less: valuation allowance		(281)
Net deferred tax assets	$	-

The accompanying notes are an integral part of these unaudited financial statements

The valuation allowance for deferred tax assets as of July 31, 2009 was $281. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would be realized as of July 31, 2009.

Reconciliation between the statutory rate and the effective tax rate is as follows at July 31, 2009:

	2009
Federal statutory tax rate	(35.0)	%
Permanent difference and other	35.0	%
Effective tax rate	-	%

NOTE 5- RELATED PARTY TRANSACTIONS

On March 31, 2009, the Company received an advance from the Director in the amount of $299. The amount due to this party is non-interest bearing, due upon demand and unsecured.

On May 8, 2009, the director purchased 2,500,000 shares of common stock in the Company at $0.001 per share for $2,500 (See Note 3- Stockholders’ Equity).

On August 21, 2009, Mr. Rabok sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Mr. Mikhail Tarasevich, who is Designer Export, Inc’s new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

F-10

49CAPSTONE TECHNOLOGIES GROUP, INC.

~~SUBJECT~~STATEMENT OF TOCASH ~~COMPLETION, DATED September 24, 2009~~FLOWS

~~PROSPECTUS~~(Unaudited)

DESIGNER EXPORT, INC.

	For the six months ended 2/28/22			For the six months ended 2/28/21

Cash Flow from Operating Activities
Net loss for the six months	$	(157,527	)	$	(1,723	)

Adjustments to reconcile net loss to net cash used in operating activities:
Increase (Decrease) in operating assets and liabilities:
Increase (Decrease) in accrued liabilities		52,221			-
(Increase) Decrease in prepaid expenses		(2,427	)
Increase (Decrease) in related party payable					-
Increase (Decrease) in accounts payable		(3,041	)		-
Net Cash Used in Operating Activities		(110,774	)		(1,723	)

Cash Flow from Investing Activities
Net cash provided by (used in) investing activities		(1,320,984	)		-

Cash Flows from Financing Activities
Conversion of related party payable		-			3,225
Increase in notes payable to related party		1,300,000
Decrease in advance to related party		27,526
Received from related parties for Common Stock		1,000
Forgivness of related party payable
Received from related parties					(1,502	)
Net Cash Provided by Financing Activities		1,328,526			1,723

Net increase (decrease) in cash, cash equivalents, and restricted cash		(103,232	)		-
Cash, cash equivalents, and restricted cash at beginning of the year		126,622			-
Cash, cash equivalents, and restricted cash at end of the period	$	23,390		$	-

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	-		$	-
Inncome taxes paid during the period	$	-		$	-

Non-Cash Financing and Investing Activities:
Conversion of related party payable	$	-		$	3,225
Forgivness of related party payable	$	-		$	-

~~1,510,000~~The accompanying ~~SHARES~~notes are an integral part of these unaudited financial statements

~~COMMON STOCK~~F-11

~~Dealer~~CAPSTONE TECHNOLOGIES ~~Prospectus~~GROUP, ~~Delivery Obligation~~INC.

~~Until~~STATEMENT OF ~~________________________,~~STOCKHOLDERS’ 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 dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.DEFICIT

50(Unaudited)

Part II. Information Not Required In The Prospectus

							Additional			Accumulated					Total
	Common Stock						Paid-in			Other		Accumulated			Stockholders’
	Shares			Amount			Capital			Comprehensive		Deficit			Deficit

Balance at August 31, 2020		84,980,740		$	84,981		$	183,997		$	-	$	(286,782	)	$	(17,804	)

Conversion of related party payable		250,000,000		$	250,000		$	(246,775	)						$	3,225
Foregiveness of related party payable								16,302								16,302
Reverse Stock Split (75 for 1)		(330,514,170	)	$	(330,515	)		330,515
Net loss for the year ended August 31, 2021													(122,956	)		(122,956	)

Balance at August 31, 2021		4,466,570		$	4,466		$	284,039		$	-	$	(409,738	)	$	(121,233	)

Stock Issuance		1,000,000		$	1,000										$	1,000
Net loss for the six months ended February 28, 2022												$	(157,527	)	$	(157,527	)

Balance at February 28, 2022		5,466,570		$	5,466		$	284,039		$	-	$	(567,265	)	$	(277,760	)

~~Other~~The accompanying ~~Expenses~~notes are an integral part of ~~Issuance~~these ~~and~~unaudited ~~Distribution~~financial statements

~~The estimated costs of this offering are as follows:~~ F-12

Securities and Exchange Commission registration fee	$	4
Transfer Agent Fees		2,500
Accounting fees and expenses		3,800
Legal fees and expenses		1,700
Edgar filing fees		500
Total	$	8,504

CAPSTONE TECHNOLOGIES GROUP, INC.

~~All~~NOTES TO ~~amounts~~FINANCIAL ~~are estimates other than the Commission's registration fee.~~ STATEMENTS

~~We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders~~February 28, ~~however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or other costs of sale.~~ 2022

~~Indemnification of Directors and Officers~~ (Unaudited)

~~Our~~NOTE 1 ~~officers~~- ~~and~~ORGANIZATION ~~sole~~AND ~~director is indemnified as provided by the Nevada Revised Statutes and our bylaws.~~ OPERATIONS

~~Under~~The Company was originally incorporated in the ~~NRS,~~State ~~director~~of ~~immunity~~Nevada ~~from~~on ~~liability~~March to31, a2009, ~~company~~under orthe ~~its~~name ~~shareholders~~Designer ~~for~~Export, ~~monetary~~Inc. ~~liabilities~~On ~~applies~~July ~~automatically~~1, ~~unless~~2010, itthe Company ischanged ~~specifically~~its ~~limited~~name byto aChina ~~company's~~Bilingual ~~articles~~Technology of& ~~incorporation;~~Education ~~that~~Group isInc. ~~not~~and on April 24, 2017 the ~~case~~Company ~~with~~changed ~~our~~its ~~articles~~name to ofCapstone ~~incorporation. Excepted~~Technologies ~~from~~Group, ~~that~~Inc. ~~immunity~~its ~~are:~~current name.

	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
	(3)	a transaction from which the director derived an improper personal profit; and
	(4)	willful misconduct.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

51Basis of presentation

~~Our~~The Company’s ~~bylaws~~financial ~~provide~~statements ~~that~~have webeen ~~will~~prepared ~~indemnify~~in ~~our~~accordance ~~directors~~with ~~and~~accounting ~~officers~~principles togenerally accepted in the ~~fullest~~United ~~extent~~States of ~~not~~America ~~prohibited~~(“U.S. byGAAP”). ~~Nevada~~The ~~law;~~preparation ~~provided,~~of ~~however,~~financial ~~that~~statements wein ~~may~~conformity ~~modify~~with accounting principles generally accepted in the ~~extent~~United States of ~~such~~America ~~indemnification~~requires bymanagement ~~individual~~to ~~contracts~~make ~~with~~estimates ~~our~~and ~~directors~~assumptions ~~and~~that ~~officers;~~affect the reported amounts of assets and, liabilities ~~provided,~~and ~~further,~~disclosure ~~that~~of wecontingent ~~shall~~assets ~~not~~and beliabilities ~~required~~at tothe ~~indemnify~~date ~~any~~of ~~director~~the orfinancial ~~officer~~statements inand ~~connection~~the ~~with~~reported ~~any~~amounts ~~proceeding~~of ~~(or~~revenues and ~~part~~expenses ~~thereof)~~during ~~initiated~~the byreporting ~~such~~period. ~~person~~Actual ~~unless:~~results could differ from those estimates.

	(1)	such indemnification is expressly required to be made by law;
	(2)	the proceeding was authorized by our Board of Directors;
	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
	(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise. Income Taxes

~~Our~~The Company ~~bylaws~~follows ~~also~~FASB ~~provide~~ASC ~~that~~Subtopic ~~no advance shall be made by us to any officer in any action~~740, ~~suit~~Income ~~or proceeding~~Taxes, ~~whether~~for ~~civil,~~recording ~~criminal,~~the ~~administrative~~provision orfor ~~investigative,~~income iftaxes. aDeferred ~~determination~~tax isassets ~~reasonably~~ and ~~promptly~~liabilities are ~~made:~~computed ~~(a)~~based byupon the ~~board~~difference ofbetween ~~directors by a majority vote of a quorum consisting of directors who were not parties to~~ the ~~proceeding;~~financial orstatement ~~(b)~~and ifincome ~~such~~tax ~~quorum~~basis ~~is not obtainable, or, even if obtainable, a quorum~~ of ~~disinterested~~assets ~~directors~~and soliabilities ~~directs,~~using ~~by independent legal counsel in a written opinion, that~~ the ~~facts~~enacted marginal ~~known~~tax torate ~~the~~applicable ~~decision-~~when ~~making party at~~ the ~~time~~related ~~such~~asset ~~determination is made demonstrate clearly and convincingly that such person acted in bad faith~~ or inliability ais ~~manner~~expected ~~that such person did not believe~~ to be inrealized or ~~not opposed to our best interests~~settled.

52Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.

~~Recent~~Future changes ~~Sales~~in ofsuch ~~Unregistered~~valuation ~~Securities~~allowance are included in the provision for deferred income taxes in the period of change.

We issued 2,500,000 shares of our common stock to Mr. Rabok on May 8, 2009, who was our President, Chief Executive Officer, Treasurer, and our sole Director till August 21, 2009. He acquired these 2,500,000 shares at a price of $0.001 per share for total proceeds to us of $2,500.00. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act"). Stock-based Compensation

InThe Company ~~connection~~follows ~~with~~FASB ~~this~~ASC ~~issuance,~~Subtopic ~~Mr. Rabok was provided with access to all material aspects of the company~~718, ~~including~~Stock ~~the business~~Compensation, ~~management,~~for ~~offering~~accounting ~~details,~~for ~~risk~~stock-based ~~factors and financial statements~~compensation.

HeThe guidance ~~also~~requires ~~represented to us~~ that henew, ~~was~~modified ~~acquiring~~and ~~the~~unvested ~~shares~~share-based aspayment ~~principal~~transactions ~~for his own account~~ with ~~investment intent. He also represented that he was sophisticated~~employees, ~~having~~such ~~prior~~as ~~investment~~grants ~~experience~~of ~~and~~stock ~~having~~options ~~adequate~~ and restricted ~~reasonable~~stock, ~~opportunity~~be ~~and~~recognized ~~access~~in tothe ~~any~~consolidated ~~corporate~~financial ~~information~~statements ~~necessary~~based toon ~~make~~their anfair ~~informed~~value ~~decision. This~~at ~~issuance~~the ofgrant ~~securities~~date ~~was~~and ~~not~~recognized ~~accompanied~~as compensation byexpense ~~general~~over ~~advertisement~~their orvesting ~~general solicitation~~periods. The ~~shares~~Company ~~were~~also ~~issued~~follows ~~with~~the aguidance ~~Rule~~for ~~144~~equity ~~restrictive~~instruments ~~legend~~issued to consultants.

OnBasic Loss ~~August~~Per 21, 2009, Mr. Rabok sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Mr. Mikhail Tarasevich, who is Designer Export, Inc’s new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.Share

WeFASB ASC ~~issued~~Subtopic ~~500~~260,~~000~~ ~~shares~~Earnings ofPer ~~our common stock to Urszula Dorota Paszko on May 27~~Share, ~~2009. Ms.~~provides ~~Paszko~~for isthe ~~Secretary. She~~calculation ~~acquired~~of ~~these~~“Basic” ~~500,000~~and ~~shares~~“Diluted” atearnings ~~a price of $0.001~~ per share ~~for total proceeds to us of $500~~.~~00. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").~~

53Basic earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future.

WeCash and ~~completed~~Cash ~~an offering of 960,000 shares of our common stock at a price of $0.01 per share to the following 12 purchasers on June 24, 2009:~~ Equivalents

Name of Subscriber	Number of Shares
PIOTR MICHALOWSKI	80,000
LUKASZ KAMIL MAKSYMIUK	80,000
ANNA IZABELA WEREMCZUK	80,000
DARIUSZ JAN MALACH	80,000
OLESYA TARASENKO	80,000
TATIANA TARASENKO	80,000
NINA MOROZOVA	80,000
EVGENY TARASENKO	80,000
TATYANA BONDAREVA	80,000
DMITRY DROZDOV	80,000
JAN WALDEMAR CEPLIN	80,000
DANUTA CEPLIN	80,000

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At February 28, 2022, cash equivalents amounted to $23,390.

~~The total amount received from this offering was $9,600. We completed this offering pursuant to Regulation S of the Securities Act.~~ F-13

WeNOTE 3 ~~completed~~– anGOING ~~offering of 550,000 shares of our common stock at a price of $0.02 per share to the following 16 purchasers on July 17, 2009:~~ CONCERN

Name of Subscriber	Number of Shares
MIROSLAW JACEK PASZKO	50,000
ALENA HOTLIB	50,000
BOLESLAW ZUK	50,000
ALBERT JANUSZ SOWA	50,000
IRYNA PRAKAPOVICH	50,000
NATALLIA PRASMYTSKAYA	50,000
MONIKA KARWAT	25,000
GRZEGORZ KAZIMIERZ KARWAT	25,000
PIOTR ADAM BLIZNIUK	25,000
KRZYSZTOF RYSZARD LEDWICH	25,000
CEZARY KAROL DARCZUK	25,000
HANNA TARASEVICH	25,000
VLADIMIR KANTEROUK	25,000
FRANCISZEK ZBIGNIEW PERCHUC	25,000
TOMASZ SZCZEPAN STEPNIEWSKI	25,000
GABRIEL HENRYK DOMANSKI	25,000

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

~~The~~As reflected ~~total~~in ~~amount~~the ~~received~~accompanying ~~from~~financial ~~this~~statements, ~~offering~~the ~~was~~Company had an accumulated deficit at February 28, 2022 of $11567,~~000~~265 and its liabilities exceeded its assets. We ~~completed~~These ~~this~~factors ~~offering~~among ~~pursuant~~others toraise ~~Regulation~~substantial Sdoubt ofabout the ~~Securities~~Company’s ~~Act.~~ability to continue as a going concern.

54While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. In addition, the company has access to additional drawdowns of $200,000 on the Note entered into of October 5, 2021 with Seacor Capital Inc. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~Regulation~~The financial Sstatements ~~Compliance~~do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Each~~NOTE 4 ~~offer~~– orSTOCKHOLDERS’ ~~sale was made in an offshore transaction;~~DEFICIT

WeCapital Stock did not make any directed selling efforts in the United States. We also did not engage any distributors, any respective affiliates, nor any other person on our behalf to make directed selling efforts in the United States;Issued

~~Offering~~The Company ~~restrictions~~has ~~were~~issued 1,000,000 ~~and~~shares ~~are,~~of ~~implemented;~~common stock during the current fiscal year to a company controlled by the Company’s CEO. This stock grant was agreed to when the CEO accepted the position.

NoAuthorized Capital ~~offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;~~Stock

~~Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;~~Common Stock

~~Each~~The Company ~~purchaser~~is ofauthorized ~~the securities agreed~~ to ~~resell~~issue ~~such~~500,000,000 ~~securities~~shares ~~only~~of incommon ~~accordance~~stock with ~~the~~a ~~provisions~~par value of ~~Regulation~~$0.001 S,per ~~pursuant~~share. toAs ~~registration~~of ~~under~~February ~~the~~28, ~~Securities~~2022, ~~Act of 1933~~5,466,570 shares orwere ~~pursuant~~issued toand anoutstanding. ~~available~~On ~~exemption~~August ~~from~~5, ~~registration;~~2021 ~~and~~a ~~agreed~~75 ~~not~~ to ~~engage~~1 inreverse ~~hedging~~stock ~~transactions~~split ~~with~~was ~~regard~~effectuated tothat ~~such~~reduced ~~securities~~the ~~unless~~number inof ~~compliance~~issued and ~~with~~outstanding ~~the~~shares ~~Securities~~by ~~Act of 1933;~~330,514,160.

~~The~~NOTE 5 ~~securities~~– ~~contain~~INCOME a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Securities Act of 1933; andTAXES

WeThe provision ~~are~~for ~~required~~Federal byincome ~~law~~tax toconsists ~~refuse to register any transfer~~ of the ~~securities~~following ~~not~~for ~~made in accordance with~~ the ~~provisions~~six-month ofperiod ~~Regulation~~ended S,February ~~pursuant to registration under the Securities Act of 1933~~28, or2022 ~~pursuant~~and ~~to an available exemption from registration.~~2021:

Exhibits

	For the six months ended 2/28/22			For the six months ended 2/28/21

Income tax expense (benefit) at statutory rate		(33,081	)		(362	)
Change in valuation allowance		33,081			362
Income tax expense		-			-

Exhibit
Number		Description
3.1		Articles of Incorporation
3.2		By-Laws
5.1		Opinion of Hildja Saastamoinen, with consent to use
10.1		Sales Distribution Agreement with Polish Distributor
23.1		Consent of De Joya Griffith and Company, LLC

The cumulative tax effect at the expected rate of 21% and 21% respectively of significant items comprising our net deferred tax amount is as follows as of February 28, 2022 and August 31, 2021:

	28-Feb-22			31-Aug-21

Gross deferred tax asset		119,126			86,045
Valuation allowance		(119,126	)		(86,045	)
Net deferred tax asset		-			-

The Company ~~undersigned~~has ~~registrant~~not ~~hereby~~recognized ~~undertakes:~~a deferred tax asset in these financial statements as it is not more-likely-than-not that the future taxable profit against which loss can be utilized will be realized. Accordingly, a 100% valuation allowance has been made.

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. 4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have 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 is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue. 5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	28-Feb-22			31-Aug-21

Income tax at U.S. statutory rate		21	%		21	%
Valuation allowance		-21	%		-21	%

56NOTE 6 – SUBSEQUENT EVENTS

~~Signatures~~Early in March 2022, the Company entered into secured convertible notes with Sky Direct, LLC and Seacor Capital, Inc. Each company funded the Company $2,000,000. An additional $250,000 has been received under the same terms in early April. The Company invested $4,000,000 of the proceeds of these notes into DrivenIQ via a SAFE (Simple Agreement for Future Equity). The Company has not finalized the equity agreements with DrivenIQ as of the filing of this report. DrivenIQ used the proceeds of the SAFE to make an acquisition and for working capital.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Lublin, Poland, on September 24, 2009.F-14

~~Designer~~PART II ~~Export,~~- ~~Inc.~~INFORMATION NOT REQUIRED IN PROSPECTUS

~~By:/s/ Mikhail Tarasevich~~Item ~~Mikhail~~13. ~~Tarasevich~~Other ~~President,~~Expenses ~~Chief~~of ~~Executive~~Issuance ~~Officer, Treasurer, Chief Accounting Officer, Chief Financial Officer~~ and ~~sole Director~~ Distribution

~~By:/s/~~The Registrant ~~Urszula~~estimates ~~Dorota~~that ~~Paszko~~expenses in connection with the distribution described in this Registration Statement will be as shown below. ~~Urszula~~All ~~Dorota~~expenses ~~Paszko~~incurred with respect to the distribution will be paid by the Company.

Secretary

Expense

Legal & Accounting fees and expenses:	$	23,000

Total:	$	23,000

~~Pursuant~~Item 14. toIndemnification ~~the requirements~~ of ~~the~~Directors ~~Securities Act of 1933, this registration statement has been signed by the following persons in the capacities~~ and ~~on the dates stated.~~Officers

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Mikhail Tarasevich	President, Chief Executive	September 24, 2009
	Officer, Treasurer,
Mikhail Tarasevich	Chief Accounting Officer,
	Chief Financial Officer
	and sole Director
/s/ Urszula Dorota Paszko	Secretary	September 24, 2009
Urszula Dorota Paszko

See the Bylaws of the Company as shown on Exhibit 3.2 herein.

~~EXHIBIT INDEX~~Agreements

Exhibit No.	Document Description
3.1		Articles of Incorporation
3.2		By-Laws
5.1		Opinion of Ms. Hildja Saastamoinen, with consent to use
10.1		Sales Distribution Agreement with Polish Distributor
23.1		Consent of De Joya Griffith and Company, LLC

We intend to modify the compensation agreements with selected officers and directors, pursuant to which we will agree, to the maximum extent permitted by law, to defend, indemnify and hold harmless the officers and directors against any costs, losses, claims, suits, proceedings, damages or liabilities to which our officers and directors become subject to which arise out of or are based upon or relate to our officers and directors engagement by the Company.

57Item 15. Recent Sales of Unregistered Securities

Item 16. Exhibits

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

Exhibit		Description
3.1		Articles of Incorporation

3.2		Amended and Restated Bylaws

5.1		Opinion of Matheau J. W. Stout Regarding Legality of the Securities Being Registered.

10.1		Proposed Subscription Agreement to Be Used By Purchasers of S-1 Stock

10.2		Securities Purchase Agreement, Promissory Note, Common Stock Purchase Agreement with Driven IQ dated September 30, 2021

23.1		Consent of Matheau J. W. Stout, Esq. (included in Exhibit 5.1)

23.2		Consent of BF Borgers CPA PC

107		Filing Fee Table

II-1

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

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

	i.	To include any prospectus required by Section 10(a) (3) of the Securities Act;

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

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

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

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-2

(5)

For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Sec. 230-424);

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

	iii.	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)	That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

(8)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Charlotte, North Carolina on May 3, 2022.

	Capstone Technologies Group, Inc.

Date: May 3, 2022	/s/ Michael D. Pruitt
	By:	Michael D. Pruitt
	Its:	Chief Executive Officer; Director

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

Signature	Capacity in Which Signed	Date

/s/ Michael D. Pruitt	Chief Executive Officer	May 3, 2022
Michael D. Pruitt	(Principal Executive Officer Principal Accounting Officer and Director)

/s/ Michael D. Pruitt	Chief Financial Officer	May 3, 2022
Michael D. Pruitt	(Principal Accounting Officer and Director)

-39-

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