UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A

AMENDMENT NUMBER 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NOVA SMART SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Florida	5043	36-4813364
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number

2885 Sanford Ave. SW 36883,

Granville, MI 49418

786 220 3322

(Address and telephone number of registrant’s executive office)

Matheau J. W. Stout, Esq.

Law Office of Matheau J. W. Stout, Esq.

400 E. Pratt Street, 8th Floor, Baltimore, Maryland 21202

410-429-7076

mstout@otclawyers.com

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

As soon as practicable and from time to time after this Registration Statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

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

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

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

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

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


	Large accelerated filer ☐		Accelerated filer ☐

	Non-accelerated filer ☐		Smaller reporting company ☒
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities To be Registered:		Maximum Amount to be Registered (1)(3):				Proposed Maximum Fixed Offering Price Per Share (2):				Proposed Maximum Aggregate Offering Price:				Amount of Registration Fee:
Common Stock, par value, $.0001 per share			28,057,000			$	0.22			$	6,172,540			$	717.25

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

2. The registration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(a).

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

The information in this Prospectus is not complete and may be changed. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

NOVA SMART SOLUTIONS INC.

28,057,000 SHARES OF COMMON STOCK

This prospectus relates to: a) the offer and sale of a maximum of 10,000,000 shares (the “Maximum Offering”) of common stock, $0.0001 par value, at a fixed purchase price of $0.22 per share (“Common Shares”) by Nova Smart Solutions Inc., a Florida corporation (“we”, “us”, “our”, “Nova”, “Company” or similar terms); and this prospectus further relates to: b) the shareholders named in this prospectus, “Selling Shareholders”, who are registering in the aggregate, 18,057,000 shares of common stock that such Selling Shareholders currently hold. The selling stockholders will be offering shares at a fixed price of $0.22 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.22 for the duration of the offering. We will not receive any proceeds from the shares of common stock sold by the Selling Shareholders. There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 18 months. At the discretion of our board of directors, we may discontinue the offering before expiration of the 18 month period or extend the offering for up to 180 days following the expiration of the 18 month offering period. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

The offering of the 10,000,000 shares is a “best efforts” offering, which means that our officer and sole director will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.22 per share for the duration of the offering. The shares will be sold at the fixed price until the common stock becomes quoted on the OTC Bulletin Board, OTCQX, OTCQB or listed on a securities exchange. The selling stockholders will be offering shares at a fixed price of $0.22 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.22 for the duration of the offering. There is no minimum number of shares required to be sold to close the offering, therefore the gross proceeds may range between $0 and $2,200,000. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of shares of our common stock.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officer and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales. The expenses of this offering are estimated to be $56,000, which include legal fees, accounting fees, SEC registration fees, printing and miscellaneous fees. For additional information on the breakdown of the expenses related to this offering, see the section entitled “Other Expenses of Issuance and Distribution” on the outside back cover page.

The selling stockholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled “Plan of Distribution” on page 39.

	Price			Proceeds to Company After 25% of the shares are sold		Proceeds to Company After 50% of the shares are sold		Proceeds to Company After 75% of the shares are sold		Proceeds to Company After 100% of the shares are sold
Common Stock	$	0.22	Not Applicable	$	493,783	$	1,043,783	$	1,593,783	$	2,143,783

TOTALS	$	0.22	Not Applicable	$	493,783	$	1,043,783	$	1,593,783	$	2,143,783

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.22 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Markets. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “risk factors” beginning on page 11 before investing in our shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Our common stock is presently not quoted on any market or securities exchange.

The date of this prospectus is ___________________.

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

TABLE OF CONTENTS
	Page
Prospectus Summary	6
Risk Factors	11
Risk Factors Related with Nova Smart Solutions Inc.	12
Risk Factors Related to Our Common Stock	27
Use of Proceeds	31
Determination of Offering Price	33
Dilution	33
Selling Security Holders	34
Material US Federal Income Tax Considerations	39
Plan of Distribution	39
Description of Securities	42
Interests of Name Experts and Counsel	45
Description of Business	45
Legal Proceedings	50
Market for Common Equity and Related Stockholder Matters	51
Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Directors, Executive Officers, Promoters and Control Persons	59
Executive Compensation	61
Security Ownership of Certain Beneficial Owners and Management	62
Certain Relationships and Related Transactions	64
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	64
Where You Can Find More Information	64
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	64
Financial Statements	65

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Nova” refer to Nova Smart Solutions Inc. unless the context otherwise indicates.

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the consolidated financial statements, and the notes to the consolidated financial statements.

Our Company

Nova was incorporated and began operations as a domestic for profit corporation on June 11, 2015 under the laws of the State of Florida. We are a development stage company that has commenced operations. Our business and registered office is located at 2885 Sanford Ave. SW 36883, Granville, MI 49418. Our telephone number is (786) 220-3322 and E-mail is info@novasmartsolutions.com. The Company plans to use this office space until it requires larger space. The Company’s fiscal year end is December 31. The Company has not been subject to any bankruptcy, receivership or similar proceeding. The Company currently has authorized 800,000,000 shares of common stock, par value $0.0001. Nova primarily plans to specialize in the development and sale of Unmanned Aerial Vehicle (UAV) products and related products & services. Nova has engaged with clients to provide Corporate Solutions products and services, primarily HR Consulting, through its wholly owned subsidiary, TalentCloud Limited located at No. 5, 17/F Bonham Trade Center, 50 Bonham Strand, Sheung Wan, Hong Kong, and Shanghai Nuo Wa Information Technology Co., Ltd. (“Nuowa”), a private company considered to be a variable interest entity (an entity (investee) in which Nova has obtained less than a majority-owned interest but is the primary beneficiary since the execution of the Management Agreement (agreement attached as exhibit 10.1) on September 8, 2015, located at 127 Guotong Road, Room 601-57, Yangpu District, Shanghai. The Company plans to receive fees for sales of its UAV products and services and Corporate Solutions related services as it materializes. As of the date of this prospectus, the Company is solely reliant upon one customer for its Corporate Solutions business and as of September 30, 2015 has generated no revenues. Our business operations to date have been related to developing our website, research & development, which, once completed, will allow us to begin showcasing our UAV products and services on the website, and founding of our wholly owned subsidiary for the Corporate Solutions segment.

The Company’s current business plans include researching and developing its UAV products, in order to market and sell UAVs and UAV related products and services to customers, and develop a range of services for its HR Consulting under the Corporate Solutions section. The Company’s immediate plan is to generate revenue by way of selling UAVs and UAV related products and services, with the goal of becoming a leader in the design and manufacturing of UAV and related products and services and the selling of its Corporate Solutions services. The Company currently has one customer from the Corporate Solutions segment and as of September 30, 2015 has generated no revenues. The Company intends to provide UAV and UAV related products and services for a wide range of users. Our business operations to date have been related to the development of our website, UAV related research and development, which, once completed, will allow us to begin selling our UAV and UAV products and services and the incorporation of our fully owned subsidiary. The Company plans to initially market to potential users in the United States and Asia, specifically China.

The Company hopes to develop its customer base to include individuals, corporate entities and government agencies, all of which would have different requirements and necessities for the use of UAVs. For the Corporate Solutions segment, the Company hopes to develop its customer base to include individuals and corporate entities. Currently, the Company does not have any customers, but plans to begin marketing the UAVs as soon as development is complete, which the company expects will take approximately twelve months from the completion of this offering due to the fact that the Company intends to use a portion of the proceeds from this offering for research and development. The Company markets their Corporate Solutions’ products and services to individuals and small corporate entities as of this date. In order to pursue its strategic objectives, the Company plans to utilize a portion of the proceeds received from this offering, as well as its available cash, cash generated from operations and additional cash as may be raised via equity or debt offerings as may be approved by its Board of Directors.

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

At the time of filing this registration statement, our activities have been limited to developing our business plan, registering our corporate website www.novasmartsolutions.com, developing our website, research and development for our UAV products, and development of our Corporate Solutions products and services. We have raised $109,350 in share capital from sales of capital stock and excludes non-cash capital stock transactions since inception and completed an audit of the company’s consolidated financial statements ended September 30, 2015. We have only just begun executing our business plan.

We have realized no revenue to date, and our accumulated deficit as of September 30, 2015 is $9,354. To date we have raised an aggregate of $115,650 through four private placements of our securities. Proceeds from the private placement were used for working capital. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The Company has cash on hand $1,218 as of September 30, 2015 and a monthly burn rate of $3,287. Based on the monthly burn rate, the Company shall run out of funds in October based on the current cash on hand, burn rate and without additional capital. The amount disclosed represents net cash proceeds from sales of capital stock and excludes non-cash capital stock transactions since inception.

Assuming that the Company will sell 100% of the shares offered, we estimate that we will receive net proceeds of approximately $2,144,000 from this offering, after deducting estimated offering expenses payable by us. We plan to use the net proceeds we will receive from this offering for research & development of our UAV products and services, development of Corporate Solutions products and services, and general corporate purposes.

We will not receive any of the proceeds from the sale of the shares of common stock by the other selling shareholders.

The rationale of our sole officer and director to bring the Company public is based on his subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides investors with updated material information about the Company and the ability of the Company’s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of common stock quoted on the OTC Markets. Our sole officer and director believe that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act and the reluctance of persons qualified to serve as directors of the Company because of a director’s potential exposure to possible legal claims.

In the event that the funds raised from this offering are insufficient for the funding of our twelve month business plan, we intend to raise additional funding for our twelve-month business plan by way of private debt or equity financing, but have not commenced any activities to raise such funds. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with our twelve month business plan.

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company and the development of the Company’s business concept. We received our initial funding through the sale of common stock to our first significant investor, Capital Flows Ltd, who purchased 2,900,000 shares of common stock and 100 shares of Preferred Series B stock for a total purchase price of $10,000. We received a further funding through the sale of common stock to another significant investor, CBC Consultants Ltd., who purchased 2,900,000 shares of common stock and 100 shares of Preferred Series B stock for a total purchase price of $10,000. A further funding through the sale of common stock to an investor, Andalucian Assets Limited, who purchased 100,000 shares of common stock for a total of $10,000. We have also received funding of $79,050 through the sale of 529,000 shares of the Company’s common stock via a Private Placement under Regulation S to non U.S. citizens offered at a value of $0.15 per share. The Company received further funding from Yu Lin by selling 15,000 shares of the Company’s common stock for a total price of $3,300 and from Ziqi Zhang by selling 15,000 shares of the Company’s common stock for a total price of $3,300. To date, Nova has received a total of $115,650 in funding from these private investments. The amount disclosed represents net cash proceeds from sales of capital stock and excludes non-cash capital stock transactions since inception.

Our financial statements from inception on June 11, 2015 through September 30, 2015 reported no revenues and a net loss of $9,354. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Mr. Sergio Camarero Blanco, our President, Director and Chief Executive officer and Mr. Jesús Emilio Hoyos Quintero, our Director and Chief Financial officer did not agree to serve as an officer or director of the Company in connection with any plan, agreement or understanding that they, respectively, would solicit, participate in, or facilitate the sale of the Company (or a business combination with) to a third party looking to obtain or become a public reporting entity, and the officers also confirm that they have no such present intentions.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS--RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 11 of this prospectus.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and Director will be solely responsible for selling shares under this offering for the Company and no commission will be paid on any sales. The selling shareholders will be responsible for selling their own shareholdings. See “Plan of Distribution” on page 39 of this prospectus for further detail.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. 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 a stock symbol and for our common stock to be eligible for trading on the Over-the-Counter Markets. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

Under U.S. federal securities legislation, our common stock will be “penny stock”. Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Summary Financial Information, September 30, 2015

The tables and information below are derived from our audited consolidated financial statements for the period from June 11, 2015 (Inception) to September 30, 2015. Our working capital as of September 30, 2015 was $3,051.

	September 30, 2015 ($)
Financial Summary (Audited)
Cash and Deposits		1,218
Total Assets		14,413

Total Liabilities		10,167

Total Stockholder’s Equity		4,246

	Accumulated from June 11, 2015 (Inception) to September 30, 2105 ($)
Statement of Operations
Net Sales		—
Cost of Sales		—
Total Expenses		9,354
Net Loss for the Period		9,354
Net Loss per Share		0.0001

THE OFFERING

Securities Offered:	28,057,000 shares of our common stock, par value $0.0001 per
	10,000,000 shares of common stock offered by Nova
	18,057,000 shares of common stock offered by selling shareholders
Fixed Offering Price:	The selling stockholders will be offering shares at a fixed price of $0.22 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.22 for the duration of the offering.
Duration of offering:	18 months
Net proceeds to us:	$2,143,783 assuming 100% of the shares offered. For further information on the Use of Proceeds, see page 31
Market for the common shares:	There is no public market for our shares. 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 the FINRA for a stock symbol and to have our common stock be eligible for trading on the Over the Counter Markets. 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 when eligible for public resale.

	The shares will be sold at the fixed offering price until the common stock becomes quoted on the OTC Bulletin Board, OTCQX, OTCQB or listed on a security exchange.
Shares outstanding as of February 22, 2016:	58,957,000
Shares outstanding prior to offering:	58,957,000
Shares outstanding after offering:	58,957,000

See “Risk Factors” beginning on page 11

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, or (“the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or (“the JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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

We are also considered a "smaller reporting company," If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will still be able to take advantage of scaled disclosure requirements.

For more information, please see our Risk Factor entitled "AS AN "EMERGING GROWTH COMPANY" UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT (“JOBS”), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

Risks Associated With Nova Smart Solutions Inc.

Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Nova had a cash balance of $1,218 as of September 30, 2015. We have working capital of $3,051 and a stockholders’ deficit of $9,354 at September 30, 2015. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended September 30, 2015 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We may seek additional financing beyond the amounts that may be received from this offering. The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. Until we have completed our offering most if not all of our efforts will be spent in our registration and development of our products and services. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

Our current resources are insufficient to keep our business operations functioning for the next three months. We do not have a formal agreement with our president and chief executive officer and chief finance officer to fund the Company’s working capital needs; while they seek other sources of funding. We currently spend between $390 and $2,300 per month in operational expenses not related to this offering. We have not generated any revenues from our business, and our expenses will be accrued and deferred until sufficient financing is obtained or our president and chief executive officer or others who know our president and chief executive officer loans the necessary funds to pay for these expenses. No assurances can be given that we will be able to receive funds from our president and chief executive officer and chief finance officer or others to continue our operations beyond a month-to-month basis.

We have no operating history.

To date we have engaged primarily in finalizing our business plan, developing our products and services, establishing the corporate and other formalities necessary to begin operations, and negotiating relationships with strategic business partners. Accordingly, we have no operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot assure you that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

The failure to attract and retain key personnel, or effectively manage succession, could have an adverse impact on our results of operations.

Our ability to anticipate and effectively respond to changing trends depends in part on our ability to attract and retain key personnel. Competition for personnel is intense, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel. If we are unable to retain, attract, and motivate talented employees with the appropriate skill sets, or if changes to our organizational structure, operating results, or business model adversely affect morale or retention, we may not achieve our objectives and our results of operations could be adversely impacted. In addition, the loss of one or more of our key personnel or the inability to effectively identify a suitable successor to a key role could have a material adverse effect on our business.

Our results could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events.

Natural disasters, such as hurricanes, tornadoes, floods, earthquakes, and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war, labor unrest, and other political instability; or other catastrophic events, such as disasters occurring at our vendors' manufacturing facilities, whether occurring in the United States or internationally, could disrupt our operations or the operations of one or more of our vendors. In particular, these types of events could impact our product supply chain from or to the impacted region and could impact our ability to operate. In addition, these types of events could negatively impact consumer spending in the impacted regions or depending upon the severity, globally. Disasters occurring at our vendors’ manufacturing facilities could impact our reputation and our customers’ perception of our brands. To the extent any of these events occur, our operations and financial results could be adversely affected.

We may not be able to implement our growth strategy for our UAVs which could adversely affect our business, financial condition and results of operations.

In pursuit of our growth strategy, we will be entering into a number of strategic relationships to increase our penetration into the relative markets. We are currently focusing our business development efforts to enter into new relationships. Should our relationships fail to materialize into significant agreements or should we fail to work efficiently with these companies, we may lose sales and marketing opportunities and our business, results of operations and financial condition could be adversely affected.

Our future growth is dependent on our gaining market acceptance and regular production orders for our products and services. In the event we are not successful in obtaining a significant volume of orders for our products and services, we will face significant obstacles in expanding our business.

Our growth is also dependent on the development of new products, based on internal research and development. We may not accurately identify market needs before we invest in the development of a new product. In addition, we might face difficulties or delays in the development process that will result in our inability to timely offer products that satisfy the market and competing products may emerge during the development and certification process.

Global operations, currency rate fluctuations, interest rate fluctuations and geopolitical uncertainty

Our UAV products and services are intended to be produced and sold in numerous countries throughout the world. Risks associated with international operations, any of which could have a material adverse effect on our business, liquidity, financial condition and results of operations, include:

•	changes in local political, economic, social and labor conditions;
•	potential disruption from socio-economic violence, including terrorism and drug-related violence;
•	restrictions on foreign ownership and investments or on repatriation of cash earned in countries outside the U.S.;
•	changes in laws, governmental regulations and policies in many countries outside the U.S.;
•	import and export requirements;
•	currency exchange rate fluctuations;
•	a less developed and less certain legal and regulatory environment, which among other things can create uncertainty with regard to liability issues;
•	laws regarding the enforcement of contract and intellectual property rights;
•	inadequate levels of compliance with applicable anti-bribery laws, including the Foreign Corrupt Practices Act; and
•	other challenges caused by distance, language and cultural differences.

Our success will depend, in part, on our ability to overcome the challenges we encounter with respect to these factors and other matters generally affecting U.S. companies with global operations. Although we have implemented policies and procedures designed to ensure compliance with U.S. and foreign laws and regulations, including anti-corruption laws, there can be no assurance that our employees, business partners or agents will not violate our policies or take action determined to be in violation of the law. Any determination that our operations or activities were not in compliance with applicable U.S. or foreign laws or regulations could result in the imposition of fines and penalties, interruptions of business, terminations of necessary licenses and permits, and other legal and equitable sanctions.

We are also exposed to risks associated with currency fluctuations and risks associated with interest rate fluctuations. Currency exchange rates between the U.S. dollar and foreign currencies in the markets in which we do business have fluctuated in recent years and are likely to continue to do so in the future. We could also be affected by nationalization of our international locations, unstable governments, unfamiliar or biased legal systems or intergovernmental disputes. These currency, economic and political uncertainties may have a material adverse effect on our results of operations and financial condition, especially to the extent these matters, or the decisions, policies or economic strength of our suppliers and distributors, affect our global operations.

There can be no assurance that our UAV products will gain market acceptance and therefore we may never recover our investment in those product families.

We have not yet received any orders with respect to the sale of any of our UAV products or services and there can be no assurance that we will ever receive any such orders. If our products do not achieve market acceptance, our business, results of operations and financial condition will be adversely affected.

Competition in the market for our UAV products and services is intense. Our products and services may not achieve market acceptance which could adversely affect our business, financial condition and results of operations.

The market for our products is highly competitive and we may not be able to compete effectively in our market. We expect to continue to face competition from our competitors. Most of our competitors are larger and have substantially greater resources than us, including financial, technological, marketing and distribution capabilities and enjoy greater market recognition than we do. These competitors are able to achieve greater economies of scale and may be less vulnerable to price competition than us. We may not be able to offer our products as part of integrated systems to the same extent as our competitors or successfully develop or introduce new products that are more cost effective or offer better performance than those of our competitors. Failure to do so could adversely affect our business, results of operations and financial condition.

Reductions in defense budgets worldwide may cause our revenues from UAV to grow at a slower rate, which would adversely affect our business, operating results and financial condition.

We expect a proportion of our future revenues to be derived from the sale of products with military applications. The defense budgets of a number of countries may be reduced in the future. Declines in defense budgets may result in reduced demand for our products and manufacturing services. This would result in reduction in our core business’ revenues and adversely affect our business, results of operations and financial condition.

Claims that our products infringe upon the intellectual property of third parties may require us to incur significant costs, enter into licensing agreements or license substitute technology.

Third parties may assert infringement claims against us or claims that we have violated a patent or infringed on a copyright, trademark or other proprietary right belonging to them. Any infringement claim, even one without merit, could result in the expenditure of significant financial and managerial resources to defend against the claim. Moreover, a successful claim of product infringement against us or a settlement could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. We might not be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all. We also may not be able to obtain a license from another provider of suitable alternative technology to permit us to continue offering the product. Infringement claims asserted against us could have a material adverse effect on our business, operating results and financial condition.

Sales of our UAV products are subject to governmental procurement procedures and practices; termination, reduction or modification of contracts with our customers or a substantial decrease in our customers’ budgets may adversely affect our business, operating results and financial condition.

Some of our UAV products will likely be sold to governmental agencies, governmental authorities and government-owned companies, many of which have complex and time consuming procurement procedures. A substantial period of time may elapse from the time we begin marketing a product until we actually sell that product to a particular customer. In addition, our sales to governmental agencies, authorities and companies are directly affected by these customers’ budgetary constraints and the priority given in their budgets to the procurement of our products. A decrease in governmental funding for our customers’ budgets would adversely affect our results of operations. This risk is heightened during periods of global economic slowdown. Accordingly, governmental purchases of our systems, products and services may not materialize in the future as the governmental purchasing agencies may terminate, reduce or modify contracts or subcontracts if:

•

their requirements or budgetary constraints change;

•

they cancel multi-year contracts and related orders if funds become unavailable;

•

they shift spending priorities into other areas or for other products; or

•

they adjust contract costs and fees on the basis of audits.

Any such event may have a material adverse effect on us.

If we do not receive the governmental approvals necessary for the export of our products, our sales may be negatively impacted. Similarly, if our suppliers and partners do not receive government approvals necessary to export their products or designs to us, our revenues may be negatively impacted and we may fail to implement our growth strategy.

A license may be required in the future to initiate marketing activities. We may also be required to obtain a specific export license for any hardware exported. We may not be able to receive all the required permits and licenses for which we may apply in the future. If we do not receive the required permits for which we apply, our revenues may be negatively impacted upon.

We may be subject to laws regulating export of “dual use” items (items that are typically sold in the commercial market, but that also may be used in the defense market) and defense export control legislation. If government approvals required under these laws and regulations are not obtained, or if authorizations previously granted are not renewed, our ability to export our products could be negatively impacted, which may have a negative impact on our revenues and a potential material negative impact on our financial results. Additionally, our participation in governmental procurement processes and other countries is subject to specific regulations governing the conduct of the process of procuring defense contracts. Furthermore, solicitations for procurements by governmental purchasing agencies are governed by laws, regulations and procedures relating to procurement integrity, including avoiding conflicts of interest and corruption in the procurement process. We may not be able to respond quickly and effectively to changing laws and regulations and any failure to comply with such laws and regulations may subject us to significant liability and penalties.

We do not have a number of suppliers of components for our products to rely upon and if we are unable to obtain these components when needed, we could experience delays in the manufacturing of our products and our financial results could be adversely affected.

We plan to acquire most of the components for the manufacture of our products from suppliers and subcontractors. We have not entered into any agreements or arrangements with any potential suppliers or subcontractors. Suppliers of some of the components may require us to place orders with significant lead-times to assure supply in accordance with our manufacturing requirements. Our present lack of working capital may cause us to delay the placement of such orders and may result in delays in supply. Delays in supply may significantly hurt our ability to fulfill our contractual obligations and may significantly hurt our business and result of operations. In addition, we may not be able to continue to obtain such components from these suppliers on satisfactory commercial terms. Disruptions of our manufacturing operations would ensue if we were required to obtain components from alternative sources, which would have an adverse effect on our business, results of operations and financial condition.

Rapid technological changes may adversely affect the market acceptance of our products and could adversely affect our business, financial condition and results of operations.

The market in which we compete is subject to technological changes, introduction of new products, change in customer demands and evolving industry standards. Our future success will depend upon our ability to keep pace with technological developments and to timely address the increasingly sophisticated needs of our customers by supporting existing and new technologies and by developing and introducing enhancements to our current products and new products. We may not be successful in developing and marketing enhancements to our products that will respond to technological change, evolving industry standards or customer requirements. In addition, we may experience difficulties that could delay or prevent the successful development, introduction and sale of such enhancements and such enhancements may not adequately meet the requirements of the market and may not achieve any significant degrees of market acceptance. If release dates of our new products or enhancements are delayed or, if when released, they fail to achieve market acceptance, our business, operating results and financial condition may be adversely affected.

Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

Cyber-attacks or other breaches of network or IT security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attack, malware, computer viruses and other means of unauthorized access. The potential liabilities associated with these events could exceed the insurance coverage we maintain. Our inability to operate our facilities as a result of such events, even for a limited period of time, may result in significant expenses or loss of market share to other competitors in the market. In addition, a failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. To date, we have not been subject to cyber-attacks or other cyber incidents which, individually or in the aggregate, resulted in a material adverse effect on our business, operating results and financial condition.

The Company’s future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving product liability, antitrust, intellectual property, environmental, the U.S. Foreign Corrupt Practices Act and other anti-bribery, anti-corruption, or other matters.

The outcome of these legal proceedings may differ from the Company’s expectations because the outcomes of litigation, including regulatory matters, are often difficult to reliably predict. Various factors or developments can lead the Company to change current estimates of liabilities and related insurance receivables where applicable, or make such estimates for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash flows in any particular period.

We have limited business, sales and marketing experience in our UAV industry.

We have minimal operations. While we have plans for marketing our products and services, there can be no assurance that such efforts will be successful. Additionally, we are a newly-formed, development stage company with no prior experience in the UAV industry. We are entirely dependent on the services of our officers and directors, Mr. Sergio Camarero Blanco and Mr. Jesús Emilio Hoyos Quintero to build our customer base. Our company has no prior experience which it can rely upon in order to establish the number of customers to purchase from our Company.

Current management’s lack of experience in and with the UAV business means that it is difficult to assess, or make judgments about, our potential success.

Our officers and directors have no prior experience with or have never been employed in a job involving businesses and industries related to Unmanned Aerial Vehicles. Additionally, our officers and directors do not have a college or university degree, or other educational background in the business. With no direct training relating to industries associated with the UAV business, our officers and directors may not be fully aware of many of the specific requirements related to the business. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to our officers and directors’ future possible mistakes, lack of sophistication, judgment or experience in the business.

There is a risk that any economic recovery may be short-lived and uneven, and may not result in increased demand for our Corporate Solutions services.

During periods of economic contraction or weak economic growth, we expect the demand for our staffing services to typically decline, and these declines may be prolonged even if other economic indicators turn positive. We believe that our business will decline during a global economic downturn, as clients/potential clients will require fewer of our workforce solutions and services, and there is a risk that even if overall global economic conditions improve, we will continue to experience declines in all, or in portions, of our business. Recoveries are difficult to predict, and may be short-lived, slow or uneven, with some regions, or countries within a region, continuing to experience declines or weakness in economic activity while others improve. Differing economic conditions and patterns of economic growth or contraction in the geographical regions in which we operate may affect demand for our solutions and services. Even if global economic conditions improve, it may not result in uniform, or any, increases in demand for our solutions and services within the markets where our business is concentrated.

We may lack the speed and agility to respond to the needs of our Corporate Solutions clients.

There is a risk we may not be able to respond with sufficient speed and agility to the needs of our (potential) clients, which may change rapidly as their businesses evolve. The size and breadth of our organization may make it difficult for us to effectively manage our resources and provide coordinated solutions to our clients who require our services in multiple locations. We see a trend in more multi-country and enterprise-level relationships and we may have difficulty in profitably managing and delivering projects involving multiple countries. If we are not effective at meeting the needs of our current and prospective clients, or our competitors are more agile or effective at doing so, our business and financial results could be materially adversely affected.

The worldwide employment services industry is highly competitive with limited barriers to entry, which could limit our ability to maintain or increase our market share or profitability.

The worldwide employment services industry is highly competitive with limited barriers to entry, and in recent years has undergone significant consolidation. We intend to compete in markets throughout the world with full-service and specialized employment services agencies. Several of our global competitors have very substantial marketing and financial resources, and are better positioned in certain markets. Portions of our industry may become increasingly commoditized, with the result that competition in key areas could become more focused on pricing. We expect that we will continue to experience pressure on price from competitors and clients. There is a risk that we will not compete effectively, including on price, which could limit our ability to maintain or increase our market share and could adversely affect our profitability. This may worsen as clients increasingly take advantage of low-cost alternatives including using their own in-house resources rather than engaging a third party.

We may be unable to effectively implement our business strategy for our Corporate Solutions segment, and there can be no assurance that we will achieve our objectives.

Our business strategy focuses on growing revenues while improving our operating profits. An important element of our strategy is our effort to diversify our revenues beyond our core staffing and employment services through the sale of corporate solutions that have higher operating margins. These corporate solutions are often unique, non-repeatable and tailored to a client’s needs, and present costs, risk and complexity that may be difficult to calculate. These solutions may be unprofitable if we are not able to accurately anticipate these costs and risks in our pricing for these solutions, including failure to structure a solution to ensure we recover our initial investments, or if we do not have an adequate delivery plan for these solutions.

Our business strategy also includes continuing efforts to optimize our organizational structure, programs, technology and delivery of services to make us a more agile and effective competitor, to reduce the cost of operating our business and to increase our operating profit and operating profit margin. We may not be successful in these efforts and, we may fail to prevent the return of costs previously eliminated as part of our simplification efforts. If we are not successful in implementing our business strategy or achieving the anticipated results, our business, financial condition and results of operations could be materially adversely affected.

Our performance on Corporate Solutions contracts may be adversely affected if we or third parties fail to deliver on commitments.

Our contracts may be increasingly complex and, in some instances, require that we partner with other parties to provide the corporate solutions required by our clients. Our ability to deliver these solutions and provide the services required by our clients is dependent on our and our partners' ability to meet our clients' delivery requirements and schedules. If we or our partners fail to deliver services on time and in accordance with contractual performance obligations, then our ability to successfully complete our contracts may be adversely affected, which may have a material and adverse impact on our client relations, revenues and profitability.

Our results of Corporate Solutions operations and ability to grow could be materially negatively affected if we cannot successfully keep pace with technological changes in the development and implementation of our services and solutions.

Our success depends on our ability to keep pace with rapid technological changes in the development and implementation of our Corporate Solutions services and solutions. Our business is reliant on a variety of technologies, including those which support applicant on-boarding and tracking systems, order management, billing, and client data analytics. There is a risk we will not sufficiently invest in technology or industry developments, or evolve our business with the right strategic investments, or at sufficient speed and scale, to adapt to changes in our marketplace. Similarly, from time to time we may make strategic commitments to particular technologies to recruit, manage or analyze our workforce or support our business, and there is a risk they will be unsuccessful. These and similar risks could have a negative effect on our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage in the marketplace.

We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, associate or client data, including personal data.

In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment information, about our employees, clients, associates and candidates, a portion of which is confidential and/or personally sensitive. In doing so, we rely on our own technology and systems, and those of third party vendors we use for a variety of processes. We and our third party vendors have established policies and procedures to help protect the security and privacy of this information. Unauthorized disclosure or loss of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

Such disclosure, loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we and our third party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks may increase as we introduce new services and offerings, such as mobile technology. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.

Government regulations may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements that may reduce our future earnings.

In many jurisdictions in which we intend to operate, the employment services industry is heavily regulated. For example, governmental regulations may restrict the length of contracts and the industries in which our associates may be used. In some countries, special taxes, fees or costs are imposed in connection with the use of our associates. Additionally, in some countries, trade unions have used the political process to target our industry, in an effort to increase the regulatory burden and expense associated with offering or utilizing contingent workforce solutions.

The countries in which we operate may, among other things:

	•	create additional regulations that prohibit or restrict the types of employment services that we currently provide;
	•	require new or additional benefits be paid to our associates;
	•	require us to obtain additional licensing to provide employment services; or
	•	increase taxes, such as sales or value-added taxes.

Any future regulations may have a material adverse effect on our business and financial results because they may make it more difficult or expensive for us to continue to provide employment services, particularly if we cannot pass along increases in direct costs to our clients.

We may incur significant costs in the development and implementation of new businesses with no guarantee of success.

In order to remain competitive and expand our business, we have developed, and expect to continue to develop, in-center and ancillary businesses. We may incur significant costs in the development of these businesses, some of which may be outside of our core competency. In addition, we cannot guarantee that these businesses will be successful and contribute to earnings.

We are subject to risks associated with international operations; we expect to generate a significant portion of our sales from customers located in countries that may be adversely affected by political or economic instability and corruption.

We expect to derive an increasing portion of our sales and future growth from regions that may be more susceptible to political or economic instability. In addition, in many less-developed markets, we may rely heavily on third-party distributors and other agents for the marketing and distribution of our products and capabilities. Many of these distributors do not have internal compliance resources comparable to ours. Business activities in many of these markets may be susceptible to corruption. If our efforts to screen third-party agents and detect cases of potential misconduct fail, we could be held responsible for the noncompliance of these third parties under applicable laws and regulations, which may adversely affect our reputation and our business, financial condition or results of operations.

We may be reliant on export sales which will subject us to many risks inherent in engaging in international business, including:

	•	Limitations and disruptions resulting from the imposition of government controls;
	•	Changes in regulatory requirements;
	•	Export license requirements;
	•	Economic or political instability;
	•	Trade restrictions;
	•	Changes in tariffs;
	•	Currency fluctuations;
	•	Long receivable collection periods and greater difficulty in accounts receivable collection;
	•	Great difficulty in safeguarding intellectual property;
	•	Difficulties in managing overseas subsidiaries and international operations; and
	•	Potential adverse tax consequences.

Any of these risks could materially affect our international operations, which may adversely affect our business, results of operations and financial condition.

Failure to comply with antibribery and corruption laws could adversely affect our business.

We are additionally subject to numerous legal and regulatory requirements that prohibit bribery and corrupt acts. These include the Foreign Corrupt Practices Act and the UK Bribery Act 2010, as well as similar legislation in many of the countries in which we operate. We have in place a global anticorruption compliance program designed to ensure compliance with these laws and regulations. However, there are no assurances our compliance program will be effective. In many countries where we operate, practices in the local business community may not conform to international business standards and could violate anticorruption law or regulations. Furthermore, we remain subject to the risk that a full-time, temporary or contract employee could engage in business practices that are prohibited by our policies and these laws and regulations. Any such violations could adversely affect our business.

We may be exposed to employment-related claims and costs from clients or third parties that could materially adversely affect our business, financial condition and results of operations.

We are in the business of employing people and placing them in the workplaces of other businesses. Risks relating to these activities include:

	•	claims arising out of the actions or inactions of our associates, including matters for which we may have indemnified a client;
	•	claims by our associates of discrimination or harassment directed at them, including claims relating to actions of our clients;
	•	claims related to the employment of undocumented or illegal workers;
	•	payment of workers’ compensation claims and other similar claims;
	•	violations of employee pay and benefits requirements such as violations of wage and hour requirements;
	•	retroactive entitlement to employee benefits;
	•	errors and omissions of our associates, particularly in the case of professionals, such as accountants; and
	•	claims by our clients relating to our associates’ misuse of clients’ proprietary information, misappropriation of funds, other criminal activity or torts or other similar claims.

We may incur fines and other losses or negative publicity with respect to these problems. In addition, some or all of these claims may give rise to litigation, which could be time-consuming to our management team and costly and could have a negative impact on our business.

We cannot be certain our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us. Should the ultimate judgments or settlements exceed our insurance coverage, they could have a material effect on our results of operations, financial position and cash flows. We cannot be certain we will be able to obtain appropriate types or levels of insurance in the future, that adequate replacement policies will be available on acceptable terms, if at all, or that the companies from which we have obtained insurance will be able to pay claims we make under such policies.

Our business exposes us to competition law risk.

We will be subjected to antitrust and competition law in the United States, the European Union, and many other regions in which we intend to and operate in. Some of our business models may carry a heightened risk of regulatory inquiry under relevant competition laws. Although we have put in place safeguards designed to maintain compliance with applicable competition laws, there can be no assurance these protections will be adequate, and there is a risk that we will be subject to regulatory investigation by relevant authorities.

There is no assurance we will successfully defend against such regulatory inquiries, and they may consume substantial amounts of our financial and managerial resources, and result in adverse publicity, even if successfully resolved. An unfavorable outcome with respect to these matters and any future matters could, individually or in the aggregate, result in substantial liabilities that have a material adverse effect upon our business, financial condition or results of operations.

Changes in sentiment toward the staffing industry could affect the marketplace for our services.

From time to time, the staffing industry has come under criticism from unions, works councils, regulatory agencies and other constituents that maintain that labor and employment protections, such as wage and benefits regulations, are subverted when clients use contingent staffing services. Our business is dependent on the continued acceptance of contingent staffing arrangements as a source of flexible labor for our clients. If attitudes or business practices in some locations change due to pressure from organized labor, political groups or regulatory agencies, it could have a material adverse effect on our business, results of operation and financial condition.

We may not be able to generate revenues from international operations and may encounter significant difficulties in connection with the sale of our products and services in international markets.

In addition, as we intend to become a SEC registrant, we will be subject to the regulations imposed by the Foreign Corrupt Practices Act, or FCPA, which generally prohibits registrants and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business or obtaining an improper business benefit. We have adopted proactive procedures to promote compliance with the FCPA, but we may be held liable for actions taken by our strategic or local partners or agents even though these partners or agents may not themselves be subject to the FCPA. Any determination that we have violated the FCPA could materially and adversely affect our business, results of operations and financial condition.

We are subject to risks associated with currency exchange rate fluctuations in the world markets in which we conduct business.

Most of our revenues are expected to be derived from sales denominated in dollars or are linked to the dollar. However, a portion of our expenses, principally salaries and related personnel expenses, are expected to be incurred in other currencies. Therefore, our costs in such other currencies, as expressed in dollars, are influenced by the exchange rate between the dollar and the relevant currency.

Any failure by our variable interest entities or their equity holders to perform their obligations under the contractual arrangements would have a material and adverse effect on our business, financial condition and results of operations.

If our variable interest entities or their equity holders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We have entered into equity pledge agreements with our variable interest entity to secure certain obligations of such variable interest entity or its equity holders to us under the contractual arrangements. However, the enforcement of such agreements through arbitral or judicial agencies may be costly and time-consuming. Moreover, our remedies under the equity pledge agreements are primarily intended to help us collect debts owed to us by the variable interest entities or the variable interest entity equity holders under the contractual arrangements and may not help us in acquiring the assets or equity of the variable interest entities.

In addition, although the terms of the contractual arrangements provide that they will be binding on the successors of the variable interest entity equity holders, as those successors are not a party to the agreements, it is uncertain whether the successors in case of the death, bankruptcy or divorce of a variable interest entity equity holder will be subject to or will be willing to honor the obligations of such variable interest entity equity holder under the contractual arrangements. If the relevant variable interest entity or its equity holder (or its successor), as applicable, fails to transfer the shares of the variable interest entity according to the respective call option agreement or equity pledge agreement, we would need to enforce our rights under the call option agreement or equity pledge agreement, which may be costly and time-consuming and may not be successful.

The contractual arrangements are governed by Florida and PRC law and provide for the resolution of disputes through arbitration or court proceedings in either Florida or China. Accordingly, these contracts would be interpreted in accordance with either Florida law or PRC law and any disputes would be resolved in accordance with either Florida or PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual arrangements. Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional expense and delay. In the event we are unable to enforce the contractual arrangements, we may not be able to exert effective control over the variable interest entities, and our ability to conduct our business, as well as our financial condition and results of operations, may be materially and adversely affected.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

As of February 22, 2016, the Company had 58,957,000 shares of common stock issued and outstanding. Pursuant to our Articles of Incorporation, we have authorized 900,000,000 total shares, of which 800,000,000 were designated for the common stock. Accordingly, we may issue up to an additional 741,043,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

If we do not obtain additional financing, our business may fail.

At September 30, 2015, we had cash on hand of $1,218. The monthly burn rate from inception to September 30, 2015 was $3,287, which is the cost associated with running our operations and is projected to increase substantially once operations accelerate and expand. We anticipate requiring at least $500,000 over the next 12 months to satisfy our cash needs, which, would be reached if Nova sold 23% of our shares in this offering.

If we fail to raise 23% of the offering, we anticipate that additional funding will be needed for general administrative expenses, website development and marketing costs, establishing an advertising and marketing program, research & development, and general corporate expenses. We intend to raise the required funds through additional equity and/or debt placements. However, there is no guarantee that we will be able to raise the required cash and because of this our business may fail. The specific cost requirements needed to maintain operations will depend upon demand generated from potential clients but initial projections are discussed in the Plan of Operations.

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director.

The Company is reliant and has a number of related-party loans used for the purpose of funding the Company’s corporate expenses. Failure of acquiring further funding or failure to meet certain payment deadlines may result in us being forced out of business.

During 2015, Mr. Sergio Camarero Blanco, who is the Company’s CEO, made advance payments on behalf of the Company of $2,733 to pay for certain corporate expenses. The loans bear interest at the rate of 6%, and interest is payable at maturity. The maturities of the loans are between June 10, 2016 and September 29, 2016. Mr Jesús Emilio Hoyos Quintero who is the Company’s CFO, made advance payments on behalf of the Company of $6,071 to pay for certain corporate expenses. The loans bear interest at the rate of 6%, and interest is payable at maturity. The maturities of the loans are between June 8, 2016 and September 14, 2016.

The Company does not have any written agreement with the officers for funding of any of the Company’s expenses and as a result, the officers may refuse to provide additional loans to fund any further Company expenses.

Failure by us to respond to changes in consumer preferences could result in lack of revenues and may force us out of business.

The markets for our products and services are influenced by rapidly changing technology, evolving industry standards and changing customer requirements. Our future success will depend on our ability to enhance our current products and services, advertise and market our services and respond to emerging industry standards and other technological changes on a timely and cost effective basis. There can be no assurance that we will be successful in enhancing our existing service offerings on a timely basis or that any new enhancements will achieve market acceptance. If we fail to anticipate, or respond adequately, to changes in technology and customer preferences these events could have a material adverse effect on our business, financial condition and results of operation.

It is uncertain whether we can obtain a customer base.

We do not have any oral or written agreements with any customers. Customers may choose to procure services and products from companies other than ours. Such actions will adversely affect our financial condition and results of operations.

We may not have access to a qualified workforce.

In order to carry out our business plan, we will initially rely on a small work force comprised of contract labor rather than permanent employees. Consequently, we are faced with a risk of not being able to access a sufficient number of suitable independent contractors to maintain a necessary level of operation.

We will need to expand our skilled personnel and retain those personnel that we do hire.

We will be required to hire and retain skilled employees at all levels of our operations in a market where such qualified employees might be in high demand and subject to receiving competing offers. The inability to hire needed employees on a timely basis and/or the inability to retain those that we do hire could have a material adverse effect on our ability to meet the schedules of our strategic plan.

We have minimal operating history and have maintained losses since inception, which we expect to continue into the future.

We were incorporated on June 11, 2015 and have very limited operations. We have generated no revenue as of September 30, 2015. Our business is still under the developmental stage. We have limited operating history upon which an evaluation of our future success or failure can be made. Based upon our proposed plans, we expect to incur significant operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development and marketing of our products and services. We may fail to generate revenues in the future. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.

We are dependent on certain key personnel.

The Company is dependent on the services of its Chief Executive Officer, Chief Financial Officer and consultants hired. The loss of services of any of these individuals could impair the Company’s ability to execute its planned transactions, and manage the operations of the business, and could have a material adverse effect on the Company’s business, financial condition and results of operations.

We do not have any employment agreements or maintain key person life insurance policies on our officers, directors and consultants. We do not anticipate entering into employment agreements with them or acquiring insurance in the foreseeable future.

We may not be able to compete effectively against our competitors.

We expect to face strong competition from well-established companies and small independent companies like our self that may result in price reductions and decreased demand for our products and services. We will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide the products and services demanded by prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business.

Because our current president and officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Sergio Camarero Blanco and Mr. Jesús Emilio Hoyos Quintero, our officers and directors, currently devote approximately twenty hours each per month, providing management services to us. While they presently possess adequate time to attend to our interest, it is possible that the demands on them from other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Sergio Camarero Blanco and/or Mr. Jesús Emilio Hoyos Quintero to our Company could negatively impact our business development.

We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our consolidated financial statements on a quarterly basis and audit our consolidated financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative effect on the cost and amount of time to be spent by our auditors and attorneys. The anticipated costs of being a public company are estimated to be $80,000 per year and the Company may not be able to absorb the costs of being a public company without a successful funding. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of our first sale of common equity securities pursuant to an effective registration statement, (B) in which we have total annual gross revenue of at least $1.0 billion, or (C) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior September 30, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

Had a public float of less than $ 75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

We qualify as a smaller reporting company, and so long as we remain a smaller reporting company, we benefit from the same exemptions and exclusions as an emerging growth company. In the event that we cease to be an emerging growth company as a result of a lapse of the five year period, but continue to be a smaller reporting company, we would continue to be subject to the exemptions available to emerging growth companies until such time as we were no longer a smaller reporting company.

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

RISK FACTORS RELATED TO OUR COMMON STOCK

We are selling our offering of 10,000,000 shares of common stock without an underwriter and may be unable to sell any shares.

Our offering of 10,000,000 shares is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our officers, Mr. Sergio Camarero Blanco and Mr. Jesús Emilio Hoyos Quintero who will receive no commissions. They will offer the shares to friends, family members, and business associates; however, there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

Because there are no minimum proceeds the Company can receive from its offering of 10,000,000 shares, the Company may not raise sufficient capital to implement its planned business and your entire investment could be lost.

The Company is making its offering of 10,000,000 shares of common stock on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event the Company does not raise sufficient capital to implement its planned operations, your entire investment could be lost.

The concentration of the Company’s capital stock ownership by certain shareholders will limit its stockholders’ ability to influence corporate matters and may involve other risks.

As of September 30, 2015, Arc Capital Ltd, an investment entity controlled by Mr. Maria Isabel Cinta Sarmiento of Chiapas, Mexico is currently the beneficial owner of an aggregate of approximately 37.74% of the Company’s outstanding common stock, and 50% of the outstanding shares of preferred stock Series A. This concentrated control limits the ability of the Company’s other stockholders to influence corporate matters and, as a result, the Company may take actions with which its other stockholders do not agree.

Substantial amount of the offering on account of selling shareholders may significantly limit the amount of proceeds raised in the primary offering.

As the Company is only selling 10,000,000 of the 28,057,000 shares being registered in this offering, this may result in competition between the Company and the selling shareholders who may offer to the same investor groups. As such, it may limit the amount the Company is able to raise in the primary offering.

Preferential rights of outstanding Series A, B and E preferred stock may significantly impact the rights of shareholders of common stock.

Each share of convertible series A preferred stock has voting rights equal to 80% of the voting rights of the entire Company, divided by the number of shares of convertible series A preferred stock issued and outstanding at the time of voting. The shares of convertible series A preferred stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion, except that, upon any declaration of a dividend, 80% of the total aggregate value of the dividend shall be distributed to the shares of the convertible series A preferred stock. Each share of convertible series A preferred stock may be converted at the sole election of the holder, at any time beginning six months from the date of its issuance, into shares of the common stock according to the following formula:

The total number of issued and outstanding shares of the common stock and convertible series B and C preferred stock at time of conversion multiplied by two, then divided by the number of issued and outstanding shares of convertible series A preferred stock at time of conversion.

Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any other series or class of stock, ninety percent (90%) of the assets of the Corporation, or liquidated value thereof, which remain after any legally obligated payments are made by the Corporation, shall be distributed to the holders of the convertible series A preferred stock, with each holder receiving their respective pro rata share of such assets, or liquidated value thereof.

Convertible series B preferred stock has no voting rights and is not entitled to receive dividends. Each share of convertible series B preferred stock may be convertible, at any time by the respective holder, into the number of shares of the Company’s common stock, equal to the price paid for the share of convertible series B preferred stock, divided by $0.001 per share for common stock; each share of convertible series B preferred stock would be convertible into 1,000,000 shares of common stock. Beginning 36 months from the issuance date, the Company may, at any time, redeem for cash any and/or all such issued shares of convertible series B preferred stock, which cash redemption shall consist of a cash payment of 115% of the price paid per share. Upon receipt of a notice by the Company to call, each holder of convertible series B preferred stock shall have the pre-emptive right to convert its shares to common shares, so long as it elects to do so within the prescribed conversion process. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of convertible series B preferred stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount up to $1,000 per share before any payment shall be made or any assets distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock except convertible series A preferred stock. The entire assets of the Corporation available for distribution after the liquidation preferences of the convertible series A preferred stock are fully met shall be distributed ratably among the holders of the convertible series B preferred stock, up to a maximum of $1,000 per share. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation – even if the Corporation is the non-surviving entity – nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

Convertible series E preferred stock has no voting rights and is not entitled to receive dividends. Each share of convertible series E preferred stock may be convertible, at any time by the respective holder, into the number of shares of the Company’s common stock, equal to the price paid for the share of convertible series E preferred stock, divided by $0.01 per share for common stock; each share of convertible series E preferred stock would be convertible into 100,000 shares of common stock. Beginning 36 months from the issuance date, the Company may, at any time, redeem for cash any and/or all such issued shares of convertible series E preferred stock, which cash redemption shall consist of a cash payment of 115% of the price paid per share. Upon receipt of a notice by the Company to call, each holder of convertible series E preferred stock shall have the pre-emptive right to convert its shares to common shares, so long as it elects to do so within the prescribed conversion process. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of convertible series E preferred stock shall be entitled to receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount up to $1,000 per share before any payment shall be made or any assets distributed to the holders of common stock or any other class or series of the Corporation’s capital stock except convertible series A preferred Stock. The entire assets of the Corporation available for distribution after the liquidation preferences of the convertible series A preferred stock, the convertible series B preferred stock, the convertible series C preferred stock and the convertible series D preferred stock are fully met, shall be distributed ratably among the holders of the convertible series E preferred stock, up to a maximum of $1,000 per share. Neither an acquisition by, nor a consolidation or merger of the Corporation with, another corporation – even if the Corporation is the non-surviving entity 29 – nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property, will be considered a liquidation, dissolution or winding up of the Corporation.

You will be relying on the judgment of our management regarding our use of proceeds.

We expect to use the net proceeds for general corporate purposes, including working capital and capital expenditures. Consequently, our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management regarding the application of the proceeds. Our management will have the ability to apply the proceeds of this offering as it deems appropriate without shareholder approval.

Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and are subject to the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on broker-dealers who make a market in “penny stocks”. A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares currently are not traded on NASDAQ nor on any other exchange nor are they quoted on the OTC Markets. Following the date that the registration statement is declared effective we hope to find a broker-dealer to act as a market maker for our stock and file on our behalf with FINRA an application on Form 211 for approval for a stock symbol and for our shares to be quoted on the OTC Markets. As of the date of this prospectus, we have not attempted to find a market maker to file such application for us. If we are successful in finding such a market maker and successful in applying for quotation on the OTC Markets, it is very likely that our stock will be considered a “penny stock.” In that case, purchases and sales of our shares will be generally facilitated by FINRA broker-dealers who act as market makers for our shares. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

There is no liquidity and no established public market for our common stock and we may not be successful at obtaining a quotation on a recognized quotation service. In such event it may be difficult to sell your shares.

There is presently no public market in our shares and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have an application filed on our behalf by a market maker for admission to quotation of our securities on the OTC Markets after a prospectus is declared effective by the SEC. There can be no assurance that we will be successful at developing a public market or in having our common stock quoted on a quotation facility such as the OTC Markets. There are risks associated with obtaining a quotation, including that broker dealers will not be willing to make a market in our shares, or to request that our shares be quoted on a quotation service. In addition, even if a quotation is obtained, the OTC Markets and similar quotation services are often characterized by low trading volumes, and price volatility, which may make it difficult for an investor to sell our common stock on acceptable terms. If trades in our common stock are not quoted on a quotation facility, it may be very difficult for an investor to find a buyer for their shares in our Company.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the continued development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering.

We will elect to take advantage of the extended transition period for complying with new or revised accounting standards under Section 102(B)(1).

This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election our consolidated financial statements may not be comparable to companies that comply with public company effective dates.

The existing scaled executive compensation disclosure requirements for smaller reporting companies will continue to apply for so long as the Company is an emerging growth company, regardless of whether the Company remains a smaller reporting company.

We have arbitrarily determined the price of the Units.

We have arbitrarily set the price of the Units without specific reference to the status of the securities market and other relevant factors, such as the book value of our shares or any other financial ratio or metric. The offering price for the Units should not be considered an indication of the actual value of the Units and is not based on our net worth or prior earnings.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock by the selling stockholders named in this prospectus. All proceeds from the sale of the common stock will be paid directly to the selling stockholders.

We would receive proceeds upon the sale of the 10,000,000 shares of common stock by the Company and if successful in selling all these shares will realize approximately $2,144,000. Proceeds, if any, received from the sale of such common stock by the Company, will be used for working capital and to support our commercialization activities for our products and services.

Our public offering of 10,000,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.22.

Nova will apply the proceeds from the offering to pay for accounting fees, legal and professional fees associated with the offering. The total estimated costs of the offering ($56,000) do not exceed the maximum amount of gross offering proceeds ($2,200,000). The estimated costs of the offering, which principally relate to professional costs, are estimated to consist of:

	Amount
Item	(US$)
Legal Fees	$	30,000
Accounting Fees		20,000
Miscellaneous		5,000
Printing Costs		500
SEC Registration Fee		717
Transfer Agent Fees		—
TOTAL	$	56,217

Nova will pay all costs related to this offering. If the amount of offering costs exceed the amount raised, this amount in excess of the offering proceeds will be paid when necessary or otherwise accrued on the books and records of Nova until we are able to pay the full amounts due either from revenues or loans from our president and chief executive officer, related or unrelated parties that we may approach. A significant portion of the estimated costs of the offering ($56,217) are legal fees ($30,000) and accounting fees ($20,000). Absent sufficient revenues to pay these amounts, we will seek financial assistance either from our president and chief executive officer, chief financial officer or shareholders or possibly third party business associates of our president and chief executive officer who may agree to loan us the funds necessary to cover the balance of outstanding professional and related fees related to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and the professional service providers insist upon payment. Absent the above, Mr. Blanco and Mr. Quintero will attempt to seek sufficient funding personally for the amounts due and, if successful in obtaining these funds, to lend it to the Company on an interest rate of 6%.

Our offering is being made on a best efforts basis: no minimum number of shares must be sold in order for the offering to proceed. The fixed offering price per share is $0.22. The following table sets forth the uses of proceeds assuming the sale 100%, 75%, 50% and 25%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $2,200,000 as anticipated. The following scenarios are for illustrative purposes only and the actual amounts of proceeds, if any, may differ.

Gross Proceeds from Offering	$	2,200,000	$	1,650,000	$	1,100,000	$	550,000
Offering Costs	$	56,217	$	56,217	$	56,217	$	56,217
Net Proceeds	$	2,143,783	$	1,593,783	$	1,043,783	$	493,783
Website development	$	300,000	$	240,000	$	170,000	$	100,000
Capital expenditures	$	260,000	$	200,000	$	130,000	$	50,000
Sales, general and administrative expenses	$	390,000	$	315,000	$	220,000	$	75,000
Professional services	$	320,000	$	220,000	$	140,000	$	70,000
UAV Research & Development	$	630,000	$	448,783	$	283,783	$	168,783
Inventory	$	240,000	$	170,000	$	100,000	$	30,000
Total	$	3,783	$	0	$	0	$	0

Our plans may change if the proceeds raised from this offering are insufficient for the Company to execute our 12 month business plan.

DETERMINATION OF OFFERING PRICE

The offering price of the 10,000,000 shares being offered 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 cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

The price of our offering of 10,000,000 shares is fixed at $0.22 per share. This price is significantly higher than the average price per share paid by CBC Consultants Ltd. on August 28, 2015, Capital Flows Ltd. on August 24, 2015, and the average price per share paid as compensation for valuable services rendered to the Company for the 58,300,000 shares of common stock issued and outstanding as of September 30, 2015. Therefore, outside investors participating in this offering will incur immediate substantial dilution of their investment insofar as it refers to the resulting per share net tangible book value of the Company’s common stock after completion of this Offering.

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

As of September 30, 2015, the net tangible book value of our total equity was $4,246 or $0.0001 per share based upon 58,300,000 shares outstanding. The following table illustrates dilution to investors on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered in the Primary Offering:

Percentage of Offering Shares Sold	100%	75%	50%	25%
Offering price per share	0.2200	0.2200	0.2200	0.2200
Net tangible book value per share before offering	0.0001	0.0001	0.0001	0.0001
Increase per share attributable to investors	0.0314	0.0242	0.0165	0.0081
Pro forma net tangible book value per share after offering	0.0315	0.0243	0.0166	0.0082
Dilution per share to investors	0.1885	0.1957	0.2034	0.2118

The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this offering:


	Price Per Share	Number of Shares Held	Percentage of Ownership	Consideration
10,000,000 shares sold
Existing shareholders	$0.002	58,300,000	85.4%	$112,6500 (1)
Investors in this offering	$0.220	10,000,000	14.6%	$2,200,000


7,500,000 shares sold
Existing shareholders	$0.002	58,300,000	89.0%	$112,650 (1)
Investors in this offering	$0.220	7,500,000	11.0%	$1,650,000

5,000,000 shares sold
Existing shareholders	$0.002	58,300,000	92.7%	$112,650 (1)
Investors in this offering	$0.220	5,000,000	7.3%	$1,100,000

2,500,000 shares sold
Existing shareholders	$0.002	58,300,000	96.3%	$112,650 (1)
Investors in this offering	$0.220	2,500,000	3.7%	$550,000

(1)

The Company has valued the shares granted to the consultants for their services at $0.0008 per share for a total value of $12,000 by unaffiliated persons. $800 of contributed services by our president and CEO Sergio Camarero Blanco and another $800 by our CFO Jesús Emilio Hoyos Quintero. The Company has valued the 2,900,000 shares of common stock and 100 shares of preferred series B stock granted to Capital Flows Ltd on August 24, 2015 for investment with a total value of $10,000. The Company has valued the 2,900,000 shares of common stock and 100 shares of preferred series B stock granted to CBC Consultants Ltd on August 28, 2015 for investment with a total value of $10,000. The Company has valued the 527,000 shares granted to Reg-S investors at $0.15 per share for a total value of $79,050.

SELLING SECURITY HOLDERS

The relationship between the registrant and the selling security holders within the last three years are disclosed below. There is no known other relationships that exist between the registrant and the selling security holders other than the relationships disclosed. The selling security holders listed below possess issued but unregistered shares. The significance of registering their shares is to allow the selling security holders to sell their shares to the public.

On June 20, 2015, the Company engaged the services of Mr. Carlos Guillermo Lopez Martinez with a board resolution. Under this board resolution, filed as Exhibit 10.1, Mr. Martinez acquired 2,900,000 shares of our common stock and 50 shares of our convertible Preferred series E stock for the completion of listing the company in the OTC Markets, including an Audit and Completion of the S-1, as well as for securing certain business relations that will turn fruitful for the Company.

As of the closing date of these transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Company’s common stock have been issued to Carlos Guillermo Lopez Martinez but not registered.

On June 20, 2015, the Company engaged the services of Mr. Abraham Dominguez Cinta with a board resolution. Under this board resolution, filed as Exhibit 10.1, Mr. Cinta acquired 2,900,000 shares of our common stock and 50 shares of our convertible Preferred series E stock for the completion of listing the company in the OTC Markets, including an Audit and Completion of the S-1, as well as for securing certain business relations that will turn fruitful for the Company.

As of the closing date of these transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Company’s common stock have been issued to Abraham Dominguez Cinta but not registered.

On June 20, 2015, the Company engaged the services of Mr. Rory Man Lok San with a board resolution. Under this board resolution, filed as Exhibit 10.1, Mr. San acquired 2,900,000 shares of our common stock and 50 shares of our convertible Preferred series E stock for the completion of listing the company in the OTC Markets, including an Audit and Completion of the S-1, as well as for securing certain business relations that will turn fruitful for the Company. As of the closing date of these transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Common Stock have been issued to Rory Man Lok San but not registered.

On June 23, 2015, the Company entered into a Consulting Agreement, filed as Exhibit 10.2 with Ms. Xiaoyue Zhang. Under this Consulting Agreement, Ms. Zhang acquired 2,900,000 shares of our common stock in exchange for administration and business development advice regarding the business in Asia.

As of the closing date of these transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Common Stock have been issued to Xiaoyue Zhang but not registered.

On August 24, 2015, the Company entered into a Stock Purchase Agreement, filed as Exhibit 10.3 with Capital Flows Ltd, a privately-held company organized under the laws of the British Virgin Islands. Under this Stock Purchase Agreement, Capital Flows Ltd acquired 2,900,000 shares of our common stock and 100 convertible preferred shares series B in exchange for $10,000. The natural person that has the ultimate voting or investment control over the shares held by Capital Flows Ltd. is Xiaolan Wang. The Company restricts the conversion of the convertible preferred series B stock by all shareholders to a maximum holding of 4.99% shares of common stock outstanding.

As of the closing date of this transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Common Stock have been issued to Capital Flows Ltd but not registered.

On August 28, 2015, the Company entered into a Stock Purchase Agreement, filed as Exhibit 10.4 with CBC Consultants Ltd, a privately-held company organized under the laws of the British Virgin Islands. Under this Stock Purchase Agreement, CBC Consultants Ltd acquired 2,900,000 shares of our common stock and 100 convertible preferred shares series B in exchange for $10,000. The natural person that has the ultimate voting or investment control over the shares held by CBC Consultants Ltd. is Cristina Martinez. The Company restricts the conversion of the convertible preferred series B stock by all shareholders to a maximum holding of 4.99% shares of common stock outstanding.

As of the closing date of this transactions and the filing date of this Registration Statement, 2,900,000 of the shares of the Common Stock have been issued to CBC Consultants Ltd but not registered.

On September 24, 2015, the Company entered into a Stock Purchase Agreement, filed as Exhibit 10.5 with Andalucian Assets Limited, a privately-held company organized under the laws of the British Virgin Islands. Under this Stock Purchase Agreement, Andalucian Assets limited acquired 100,000 shares of our common stock in exchange for $10,000, which was received on November 5, 2015. The natural person that has the ultimate voting or investment control over the shares held by Andalucian Assets Limited, is Genaro Alonso Hoyos Duque, who is the father of the CFO Jesús Emilio Hoyos Quintero.

As of the closing date of this transactions and the filing date of this Registration Statement, 100,000 of the shares of the Common Stock have been issued to Andalucian Assets Limited, but not registered.

The Company sold shares of common stock to 27 non U.S. citizens that entered into a Private Stock Offering under Regulation S for Nova’s common stock that commenced July 29, 2015, filed as Exhibit 10.6. A total of 527,000 shares were sold as of this date.

As of the closing date of these transactions and the filing date of this Registration Statement, 527,000 of the shares of the Common Stock have been issued to the Regulation S non U.S. citizen investors but not registered. All of the shares from these transactions will be registered under this offering. The name of the shareholders for their respective number of shares to be registered in this offering is included in the tables below.

On November 26, 2015, the Company entered into a Stock Purchase Agreement, filed as Exhibit 10.7 with Yu Lin. Under this Stock Purchase Agreement, Yu Lin acquired 15,000 shares of our common stock in exchange for $3,300.

As of the closing date of this transactions and the filing date of this Registration Statement, 15,000 of the shares of the Common Stock have been issued to Yu Lin, but not registered.

On December 4, 2015, the Company entered into a Stock Purchase Agreement, filed as Exhibit 10.8 with Ziqi Zhang. Under this Stock Purchase Agreement, Ziqi Zhang acquired 15,000 shares of our common stock in exchange for $3,300.

As of the closing date of this transactions and the filing date of this Registration Statement, 15,000 of the shares of the Common Stock have been issued to Ziqi Zhang, but not registered.

The following table shows the following information about the Selling Stockholders:

the number of shares of our common stock that the Selling Stockholders beneficially owned as of the business day immediately prior to the filing of our Registration Statement;

the number of shares covered by this Prospectus; and

the number of shares to be retained after this offering, if any.

All figures in this table assume the issuance and subsequent disposition of all shares. As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers. The percentage in the column “Percentage of Share Owned Prior to Offering” was calculated by dividing the total number of shares owned prior to offering by the total issued and outstanding number of shares prior to the offering equivalent to 58,957,000 as of February 22, 2016. The numbers in the “Percentage of Shares Owned After the Offering Assuming No Shares are Sold in the Offering” assume that no shares are sold in both the primary and secondary offering.

Name	Total Number of Shares Owned Prior to Offering		Percentage of Shares Owned Prior to Offering			Number of Shares Being Offered		Total Number of Shares Owned After the Offering Assuming All of the Shares Registered Herein are Sold in the Offering		Percentage of Shares Owned After the Offering Assuming All of the Shares are Sold in the Offering			Total Number of Shares Owned After the Offering Assuming All of the Shares Registered Herein are not Sold in the Offering		Percentage of Shares Owned After the Offering Assuming No Shares are Sold in the Offering
Carlos Guillermo Lopez Martinez		2,900,000¹		4.92	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Abraham Dominguez Cinta		2,900,000²	.	4.92	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Rory Man Lok San		2,900,000³		4.92	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Xiaoyue Zhang		2,900,000⁴		4.92	%		2,900,000		0		0	%		2,900,000		4.21	%
Capital Flows Ltd		2,900,000⁵		4.92	%		2,900,000		3,000,000		4.35	%		2,900,000		4.21	%
CBC Consultants Ltd		2,900,000⁶		4.92	%		2,900,000		3,000,000		4.35	%		2,900,000		4.21	%
Andalucian Assets Limited		100,000⁷		0.17	%		100,000		0		0	%		100,000		0.15	%
Sebastian Walenz		20,000⁸		0.03	%		20,000		0		0	%		20,000		0.03	%
Tomas Antonio Lozano Decrepito		6,000⁹		0.01	%		6,000		0		0	%		6,000		0.01	%
Yiwen He		35,000¹⁰		0.06	%		35,000		0		0	%		35,000		0.05	%
Wang Ying Ying		10,000¹¹		0.02	%		10,000		0		0	%		10,000		0.02	%
Janel Pinn-Chern Kok		100,000¹²		0.17	%		100,000		0		0	%		100,000		0.15	%
Ong Poh Lim Mylene		100,000¹³		0.17	%		100,000		0		0	%		100,000		0.15	%
Tan Wei Keong		100,000¹⁴		0.17	%		100,000		0		0	%		100,000		0.15	%
Huh Sun Joo		134,000¹⁵		0.23	%		134,000		0		0	%		134,000		0.19	%
Juan Shi		1,000¹⁶		0.00	%		1,000		0		0	%		1,000		0.00	%
Mengying Wang		1,000¹⁷		0.00	%		1,000		0		0	%		1,000		0.00	%
Ya Wei Zhang		1,000¹⁸		0.00	%		1,000		0		0	%		1,000		0.00	%
Bi Yu Liang		1,000¹⁹		0.00	%		1,000		0		0	%		1,000		0.00	%
Jin Ma		1,000²⁰		0.00	%		1,000		0		0	%		1,000		0.00	%
Shereez Martin		1,000²¹		0.00	%		1,000		0		0	%		1,000		0.00	%
Yanngge Liu		1,000²²		0.00	%		1,000		0		0	%		1,000		0.00	%
Runsheng Zhang		1,000²³		0.00	%		1,000		0		0	%		1,000		0.00	%
Chen Lu		1,000²⁴		0.00	%		1,000		0		0	%		1,000		0.00	%
Fernando Torrecillas		1,000²⁵		0.00	%		1,000		0		0	%		1,000		0.00	%
Yefei Yang		1,000²⁶		0.00	%		1,000		0		0	%		1,000		0.00	%
Ting Ting Huang		1,000²⁷		0.00	%		1,000		0		0	%		1,000		0.00	%
Sheng Jie Cheng		1,000²⁸		0.00	%		1,000		0		0	%		1,000		0.00	%
Jia Guangming		1,000²⁹		0.00	%		1,000		0		0	%		1,000		0.00	%
Kan Qiang Song		1,000³⁰		0.00	%		1,000		0		0	%		1,000		0.00	%
Meng Xiao Yao		1,000³¹		0.00	%		1,000		0		0	%		1,000		0.00	%
Jun Jun Shi		1,000³²		0.00	%		1,000		0		0	%		1,000		0.00	%
Bo Guan		4,000³³		0.01	%		4,000		0		0	%		4,000		0.01	%
Meng Ping Yao		1,000³⁴		0.00	%		1,000		0		0	%		1,000		0.00	%
Yu Lin		15,000³⁵		0.03	%		15,000		0		0	%		15,000		0.02	%
Ziqi Zhang		15,000³⁶		0.03	%		15,000		0		0	%		15,000		0.02	%

¹Shares were for contributed services for listing the company in the OTC Markets, including an Audit and Completion of the S-1 as well as for securing certain business relations that will turn fruitful for the company by Carlos Guillermo Lopez Martinez but have not been registered.

²Shares were for contributed services for listing the company in the OTC Markets, including an Audit and Completion of the S-1 as well as for securing certain business relations that will turn fruitful for the company by Abraham Dominguez Cinta but have not been registered.

³Shares were for contributed services for listing the company in the OTC Markets, including an Audit and Completion of the S-1 as well as for securing certain business relations that will turn fruitful for the company by Rory Man Lok San but have not been registered.

⁴Shares were issued pursuant to the Consulting Agreement with Xiaoyue Zhang but have not been registered.

⁵Shares were issued pursuant to the Stock Purchase Agreement with Capital Flows Ltd but have not been registered.

⁶Shares were issued pursuant to the Stock Purchase Agreement with CBC Consultants Ltd but have not been registered.

⁷Shares were issued pursuant to the Stock Purchase Agreement with Andalucian Assets Limited but have not been registered.

⁸Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Sebastian Walenz but have not been registered.

⁹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Tomas Antonio Lozano Decrepito but have not been registered.

¹⁰Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Yiwen He but have not been registered.

¹¹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Wang Ying Ying but have not been registered.

¹²Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Janel Pinn-Chern Kok but have not been registered.

¹³Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Ong Poh Lim Mylene but have not been registered.

¹⁴Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Tan Wei Keong but have not been registered.

¹⁵Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Huh Sun Joo but have not been registered.

¹⁶Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Juan Shi but have not been registered.

¹⁷Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Mengying Wang but have not been registered.

¹⁸Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Ya Wei Zhang but have not been registered.

¹⁹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Bi Yu Liang but have not been registered.

²⁰Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Jin Ma but have not been registered.

²¹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Shereez Martin but have not been registered.

²²Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Yangge Liu but have not been registered.

²³Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Runsheng Zhang but have not been registered.

²⁴Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Chen Lu but have not been registered.

²⁵Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Fernando Torrecillas but have not been registered.

²⁶Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Yefei Yang but have not been registered.

²⁷Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Ting Ting Huang but have not been registered.

²⁸Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Sheng Jie Cheng but have not been registered.

²⁹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Jia Guangming but have not been registered.

³⁰Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Kan Qiang Song but have not been registered.

³¹Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Meng Xiao Yao but have not been registered.

³²Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Jun Jun Shi but have not been registered.

³³Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Bo Guan but have not been registered.

³⁴Shares issued pursuant to the Private Stock Offering pursuant to Regulation S for Meng Ping Yao but have not been registered.

³⁵Shares were issued pursuant to the Stock Purchase Agreement with Yu Lin but have not been registered.

³⁶Shares were issued pursuant to the Stock Purchase Agreement with Ziqi Zhang but have not been registered.

All figures in this table assume the issuance and subsequent disposition of all shares, and CBC Consultants Ltd., Capital Flows Ltd, Carlos Guillermo Lopez Martinez, Abraham Dominguez Cinta and Xiaoyue Zhang utilizes their right to convert their convertible preferred series B and or E stock into common shares after the offering. As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers. The percentage in the column “Percentage of Share Owned Prior to Offering” was calculated by dividing the total number of shares owned prior to offering by the total issued and outstanding number of shares prior to the offering equivalent to 58,957,000 as of February 22, 2016. The numbers in the “Percentage of Shares Owned After the Offering Assuming No Shares are Sold in the Offering” assume that no shares are sold in both the primary and secondary offering.

Name	Total Number of Shares Owned Prior to Offering		Percentage of Share Owned Prior to Offering			Number of Shares Being Offered		Total Number of Shares Owned After the Offering Assuming All of the Shares Registered Herein are Sold in the Offering		Percentage of Shares Owned After the Offering Assuming All of the Shares are Sold in the Offering			Total Number of Shares Owned After the Offering Assuming All of the Shares Registered Herein are not Sold in the Offering		Percentage of Shares Owned After the Offering Assuming No Shares are Sold in the Offering
Carlos Guillermo Lopez Martinez		2,900,000¹		4.93	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Abraham Dominguez Cinta		2,900,000²		4.93	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Rory Man Lok San		2,900,000³		4.93	%		2,900,000		3,400,000		4.93	%		3,400,000		4.93	%
Xiaoyue Zhang		2,900,000⁴		4.93	%		2,900,000		0		0	%		2,900,000		4.21	%
Capital Flows Ltd		2,900,000⁵		4.93	%		2,900,000		3,000,000		4.36	%		2,900,000		4.21	%
CBC Consultants Ltd		2,900,000⁶		4.93	%		2,900,000		3,000,000		4.36	%		2,900,000		4.21	%
Andalucian Assets Limited		100,000⁷		0.17	%		100,000		0		0	%		100,000		0.15	%
Sebastian Walenz		20,000⁸		0.03	%		20,000		0		0	%		20,000		0.03	%
Tomas Antonio Lozano Decrepito		6,000⁹		0.01	%		6,000		0		0	%		6,000		0.01	%
Yiwen He		35,000¹⁰		0.06	%		35,000		0		0	%		35,000		0.05	%
Wang Ying Ying		10,000¹¹		0.02	%		10,000		0		0	%		10,000		0.02	%
Janel Pinn-Chern Kok		100,000¹²		0.17	%		100,000		0		0	%		100,000		0.15	%
Ong Poh Lim Mylene		100,000¹³		0.17	%		100,000		0		0	%		100,000		0.15	%
Tan Wei Keong		100,000¹⁴		0.17	%		100,000		0		0	%		100,000		0.15	%
Huh Sun Joo		134,000¹⁵		0.23	%		134,000		0		0	%		134,000		0.19	%
Juan Shi		1,000¹⁶		0.00	%		1,000		0		0	%		1,000		0.00	%
Mengying Wang		1,000¹⁷		0.00	%		1,000		0		0	%		1,000		0.00	%
Ya Wei Zhang		1,000¹⁸		0.00	%		1,000		0		0	%		1,000		0.00	%
Bi Yu Liang		1,000¹⁹		0.00	%		1,000		0		0	%		1,000		0.00	%
Jin Ma		1,000²⁰		0.00	%		1,000		0		0	%		1,000		0.00	%
Shereez Martin		1,000²¹		0.00	%		1,000		0		0	%		1,000		0.00	%
Yanngge Liu		1,000²²		0.00	%		1,000		0		0	%		1,000		0.00	%
Runsheng Zhang		1,000²³		0.00	%		1,000		0		0	%		1,000		0.00	%
Chen Lu		1,000²⁴		0.00	%		1,000		0		0	%		1,000		0.00	%
Fernando Torrecillas		1,000²⁵		0.00	%		1,000		0		0	%		1,000		0.00	%
Yefei Yang		1,000²⁶		0.00	%		1,000		0		0	%		1,000		0.00	%
Ting Ting Huang		1,000²⁷		0.00	%		1,000		0		0	%		1,000		0.00	%
Sheng Jie Cheng		1,000²⁸		0.00	%		1,000		0		0	%		1,000		0.00	%
Jia Guangming		1,000²⁹		0.00	%		1,000		0		0	%		1,000		0.00	%
Kan Qiang Song		1,000³⁰		0.00	%		1,000		0		0	%		1,000		0.00	%
Meng Xiao Yao		1,000³¹		0.00	%		1,000		0		0	%		1,000		0.00	%
Jun Jun Shi		1,000³²		0.00	%		1,000		0		0	%		1,000		0.00	%
Bo Guan		4,000³³		0.01	%		4,000		0		0	%		4,000		0.01	%
Meng Ping Yao		1,000³⁴		0.00	%		1,000		0		0	%		1,000		0.00	%
Yu Lin		15,000³⁵		0.03	%		15,000		0		0	%		15,000		0.02	%
Ziqi Zhang		15,000³⁶		0.03	%		15,000		0		0	%		15,000		0.02	%

Nova Smart Solutions Inc S-1/A