~~UNITED~~Table ~~STATES~~of ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~Contents

As filed with the U.S. Securities and Exchange Commission on September 24, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

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

~~OCEAN~~UNDER ~~ELECTRIC~~THE ~~INC.~~SECURITIES ~~(Exact~~ACT ~~name~~OF ~~of registrant as specified in its charter)~~1933

Nevada	3620	20-4076559
(State or jurisdiction of incorporationor organization)	Primary Standard IndustrialClassification Code Number	IRSEmployer Identification Number

UMBRA COMPANIES INC.

~~112~~(Exact ~~North~~name ~~Curry~~of ~~Street~~registrant as specified in its charter)

Carson City, Nevada 89703

Colorado	33-0961490
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)

~~Telephone:~~1999 ~~(775)~~Ave ~~321-8216~~of the Stars, Suite 1100

~~(Address~~Century ~~and~~City, ~~telephone~~CA ~~number of principal executive offices)~~ 90067

~~State~~(Address ~~Agent~~of ~~and~~principal ~~Transfer~~executive ~~Syndicate~~offices, ~~Inc.112~~including zip ~~North Curry StreetCason City, Nevada 89703~~code)

~~Telephone:~~Registrant’s ~~(775)~~phone ~~882-1013(Name~~number, ~~address~~including ~~and telephone number of agent for service)~~ area code

~~with~~William ~~a copy to:~~Pitre

~~Chae~~Chief ~~Law,~~Executive ~~PLLC~~Officer

~~1001~~1999 ~~4th~~Ave ~~Avenue~~of the Stars, Suite ~~3200~~1100

~~Seattle~~Century City, ~~Washington~~CA ~~98154~~90067

~~Telephone:~~ (~~206)~~Name, ~~552-8173 Facsimile: (888)~~address, ~~930-4776~~including zip code, and telephone number, including area code, of agent for service)

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

IfByron ~~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~~Thomas, ~~check the following box~~Esq. x

If3275 ~~this~~S. ~~Form~~Jones ~~is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~Blvd., ~~check~~Ste ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~ 104

IfLas ~~this~~Vegas ~~Form~~Nevada 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. o89146

IfApproximate ~~this~~date ~~Form~~of iscommencement aof ~~post-effective~~proposed sale ~~amendment filed pursuant~~ to ~~Rule 462(d) under~~ the ~~Securities~~public: As ~~Act,~~soon ~~check~~as ~~the~~practicable ~~following~~after ~~box and list~~ the ~~Securities~~effective ~~Act~~date ~~registration statement number~~ of ~~the~~this ~~earlier~~Registration ~~effective registration statement for the same offering~~Statement. o

~~Indicate~~If any byof ~~check~~the ~~mark~~securities ~~whether~~being ~~the~~registered ~~registrant~~on isthis aForm ~~large~~are ~~accelerated~~to ~~filer,~~be anoffered ~~accelerated~~on ~~filer,~~ a ~~non-accelerated~~delayed ~~filer,~~ or acontinuous ~~smaller~~basis ~~reporting~~pursuant ~~company. See~~to ~~definitions~~Rule of415 ~~“large~~under ~~accelerated~~the Securities ~~filer,”~~Act ~~“accelerated~~of ~~filer,”~~1933 ~~and~~check ~~“smaller reporting company: in Rule 12b-2 of~~ the ~~Exchange~~following ~~Act (Check one)~~box: x

~~Large~~If this ~~accelerated~~Form ~~filer o Accelerated~~is ~~filer o Non-accelerated~~filed ~~filer o Smaller~~to ~~reporting~~register ~~company~~additional þsecurities 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. ¨

~~CALCULATION~~If this OFForm ~~REGISTRATION~~is ~~FEE~~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. ¨

TITLE OF EACHCLASS OFSECURITIESTO BEREGISTERED	AMOUNT TO BE REGISTERED	PROPOSEDMAXIMUMOFFERINGPRICE PERSHARE	PROPOSEDMAXIMUMAGGREGATEOFFERINGPRICE	AMOUNT OFREGISTRATIONFEE (1)
Common Stock	45,000,000 (2)	$0.30 per share	$13,500,000.00	$1,547.10
TOTAL	45,000,000	$0.30 per share	$13,500,000.00	$1,547.10

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. ¨

~~(1)~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Estimated~~Large ~~solely~~Accelerated ~~for~~Filer ~~the~~¨ ~~purpose~~Accelerated ofFiler ~~calculating~~¨ ~~the~~Non-accelerated ~~registration~~Filer ~~fee~~x inSmaller ~~accordance~~Reporting ~~with~~Company ~~Rule~~x ~~457~~Emerging ~~under~~Growth ~~the~~Company Securities Act. The price per share and aggregate offering prices for the shares registered hereby are calculated on the basis of $0.30, which is the closing price reported on the OTC Bulletin Board on May 14, 2012.¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(2a) of the Exchange Act. ¨

~~Being~~Calculation ~~sold~~of inRegistration ~~a Direct Public Offering.~~ Fee

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.

Title of Class of Securities to be Registered

Amount to

Be
Registered⁽¹⁾

Proposed
Maximum
Offering
Price per
Share

Proposed
Maximum
Aggregate
Offering
Price

Amount of
Registration
Fee⁽²⁾

Common Stocks, par value $0.001 per share

2,899,434,677

0.01

28,994,346

3,163.28

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

(1)	Represents the maximum number of common stocks offered by the selling stockholder named in this registration statement.

(2)	Amount of registration fee is calculated based on proposed maximum aggregate offering price multiplied by 0.0001091 based on the filing fee rate issued by the Securities and Exchange Commission for the period between October 1, 2020 and December 31, 2021.

~~SUBJECT~~The TOregistrant ~~COMPLETION~~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 Securities and Exchange Commission, acting ~~Dated~~pursuant ~~May__~~to said Section 8(a), ~~2012~~may determine.

2The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 24, 2021

~~45,000,000~~UMBRA ~~SHARES~~COMPANIES INC.

~~COMMON~~2,899,434,677 ~~STOCK~~Shares of Common Stock

We are ~~offering~~registering 45for resale 2,~~000~~899,~~000~~434,677 shares of our common stock onby ~~our~~selling ~~own~~stockholders ~~account~~( ~~through~~the ~~this~~“Resale ~~prospectus~~Offering”) ~~for~~The aselling ~~period~~security ofholders ~~one~~will ~~hundred~~offer and ~~eighty~~sell ~~(180)~~our stock ~~days~~at ~~from~~a ~~the~~fixed ~~effective~~price ~~date~~until ofour ~~this~~shares ~~prospectus~~are listed on a national securities exchange, ~~unless~~at ~~extended~~which bypoint ~~our~~they ~~board~~may ofbe ~~directors~~sold ~~for~~at anthe ~~additional~~prevailing market 90price ~~days.~~or in privately negotiated transactions.

~~Our~~As ~~common~~of ~~stock~~the isdate ~~presently~~of ~~traded~~this onprospectus, ~~the~~our ~~Over~~common stock ~~the~~is ~~Counter~~trading ~~Bulletin~~on ~~Board~~the OTC Market under the ~~trading~~ symbol “~~OCEL~~UCIX”. On September 24, 2021, the closing sale prices of our common stocks was 5.00

~~----------------~~Investing in our common stock is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 7 to 8 of this prospectus.

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 where the offer or sale is not permitted.

We are offering up to 45,000,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers. This prospectus will permit our officer and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell. Our officer and directors will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitations, telephone and personal contact. For more information, see the section of this prospectus entitled "Plan of Distribution”. The shares will be offered at a fixed price of $0.30 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.

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.

~~----------------~~The date of this prospectus is September 24, 2021.

~~The~~TABLE ~~Date~~OF ~~of This Prospectus Is: May__, 2012~~CONTENTS

	PAGE
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
SUMMARY OF THE OFFERING	5
SUMMARY CONSOLIDATED FINANCIAL DATA	6
RISK FACTORS	7
TAX CONSIDERATIONS	14
USE OF PROCEEDS	14
DETERMINATION OF THE OFFERING PRICE	14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
BENEFICIAL OWNERSHIP OF SECURITIES	23
DESCRIPTION OF CAPITAL STOCK	24
BUSINESS
MANAGEMENT
RELATED PARTY TRANSACTIONS
SELLING STOCKHOLDER	25
PLAN OF DISTRIBUTION	53
EXPERTS
LEGAL MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on information contained in this prospectus. We have not, and the selling stockholder have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the selling stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, and “Business”. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

our ability to sustain our project development

our ability to obtain additional land use rights at favorable prices;

the government subsidies for veterans to qualify for housing on national and state levels is huge;

	·	our ability to obtain additional capital in future years to fund our planned expansion;

	·	the possibility that COVID-19 may adversely affect our results of operations, financial position and cash flows; or

economic, political, regulatory, legal and foreign exchange risks associated with our operations.

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our securities, see “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision.

Overview

UMBRA COMPANIES (the “Company”) Umbra Companies Inc, formerly Ocean Electric Inc, is a development-stage company. is an Real Estate Development Investment company that deploys capital and resources countrywide. The centered focus is on Building and Acquiring multi-family, homes, condos and townhomes in the effort to end homelessness within the Veteran community. Umbra strategically focus on properties centered around the VA Hospitals within the different communities while working with the Veteran Department of State.

Our Property Development Operations

We have a systematic and standardized process of project development, which we implement through several well-defined phases. One critically significant portion of our process is the land acquisition process, which is segmented into three stages: (i) opportunity identification, (ii) initial planning and budgeting, and (iii) land use rights acquisition. The following diagram sets forth the key stages of our property development process.

LAND ACQUISITION PROCESS

Project
planning and
design

Project construction
and
Management

Pre-sale, sale
and
marketing

After-sale
and delivery

Opportunity Identification

Initial
Planning

Land
Acquisition

-Strategic planning

-Feasibility study

-Financial assessment

-Outsource architectural and engineering design

-Outsource construction

-Pre-sale

-Delivery

-Geographic and market analysis

-Preliminary design

-Internal approval

-Design management

-Construction supervision

-Marketing

-Feedback collection

-Project evaluation

-Bidding process

-Arrange financing

-Quality control

-Advertising

-Completion inspection

-Landscaping and fixture installation

Our Projects

Overview

We develop the following three types of real estate projects, which may be developed in one or more phases:

Single family homes; and

4 plex homes – ( these are the best for our model as we qualify as single family for borrowing)

At any one time, our projects (or phases of our projects) are in one of the following three stages:

completed projects, meaning properties for which construction has been completed;

properties under construction, meaning properties for which construction permits have been obtained but construction has not been completed; and

properties under planning, meaning properties for which we have entered into land grant contracts and are in the process of obtaining the required permits to begin construction.

Our main projects are located in the state of CA currently, but we intend to take our model nationwide.

Our Competitive Strength

We believe the following strengths allow us to compete effectively:

Well Positioned to Capture Opportunities in Government Subsidized Veteran Housing.

The United States government has multiple programs to assist and to provide housing for veterans who have served honorably for the country. These services are managed at both the national and state level. We have strong connections with these organizations and have their blessings to continue to develop these homes for the veterans. Due to this, we are strategically positioned to take all that the states can provide for these service people moving forward.

Standardized and Scalable Business Model.

Our business model focuses on a standardized property development process designed for long term rentals. Because we our renters can get subsidies on their rent, as long as we market and price the rentals within what the veterans can qualify, we will have government subsidies to cover the rents and maintain long term tenancy.

Experienced Management Team Supported by Trained and Motivated Workforce.

Our CEO and founder, Mr. William Pitre has over 20 years of experience in the real estate industry and has gained considerable strategic planning and business management expertise in the past decade. Our management and workforce are well-trained and motivated. Employees receive on-going training in their areas of specialization at our head office in Century City, CA.

~~Table~~Our ~~of Contents~~Strategies

	PAGE
Summary	5
Risk Factors	7
Forward-Looking Statements	9
Use of Proceeds	9
Determination of Offering Price	10
Dilution	10
Selling Shareholders	10
Plan of Distribution	11
Description of Securities	12
Interest of Named Experts and Counsel	13
Description of Business	13
Legal Proceedings	18
Market for Common Equity and Related Stockholder Matters	18
Plan of Operations	20
Changes in and Disagreements with Accountants	22
Available Information	22
Directors, Executive Officers, Promoters and Control Persons	22
Executive Compensation	23
Security Ownership of Certain Beneficial Owners and Management	24
Certain Relationships and Related Transactions	24
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	24
Financial Statements	25

Our goal is to become the leading residential property developer and manager for veteran housing in the United States. by implementing the following strategies:

Continue Expanding in Cities. By first focusing on the location of veterans in need of housing, we can acquire land that will be suitable for their living environments. Our connections with local and state officials will also benefit us on our acquisition of land as we will be able to establish secure and safe neighborhoods within these cities based upon our veteran clientele.

We plan to continue to closely monitor our capital and cash positions and carefully manage our cost for land use rights, construction costs and operating expenses. We believe that we will be able to use our working capital more efficiently by adhering to prudent cost management, which will help to maintain our profit margins. When selecting a property project for development, we will continue to follow our established internal evaluation process, including utilizing the analysis and input of our experienced management team and choosing third-party contractors through a tender process open only to bids which meet our budgeted costs.

Competition

The real estate industry in United States is highly competitive. By focusing on land that will support the neighborhoods that we intend to develop, we can take advantage of and develop strategically across the country.

Nationally, there are numerous national real estate developers that have real estate projects across the United States. There are many housing and land development companies listed on the OTC. However, such companies do not focus on the veteran market as we are doing and their projects are unlikely to compete with the Company for business as the Company targets these buyers exclusively.

The Equity Acquisition Transactions

On March 1, 2021, we completed an equity acquisition transaction (the “Royal Bank Equity Acquisition Transaction”) whereby the Company allotted and issued 107,890,018 shares of common stock to the selling stockholder in exchange to transfer assets to the company.

On September 1, 2021, we completed an equity acquisition transaction (the “Panthera Equity Acquisition Transaction”) whereby the Company allotted and issued 2,791,544,659

After the allotment and issuance of the Company’s common stock for these two asset acquisitions, the Company’s assets show a balance of over $131,000,000.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business.

Corporate Information

Our principal executive offices are located at 1999 Ave. of the Stars Suite 1100 Century City CA, 90067 United States.

~~Summary~~SUMMARY OF THE OFFERING

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

Issuer:		UMBRA COMPANIES Inc..

Securities offered by selling stockholder:		2,899,434,677 shares of common stock.

Offering price:		The selling stockholder may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. See “Plan of Distribution.”

Shares outstanding prior to the offering:		105,576,615

Use of proceeds:		We will not receive any proceeds from the sale of our Common Stock by the Selling Stockholder. We will bear all other costs, fees and expenses incurred by us, or by the Selling Stockholder, in effecting the registration of the shares covered by this prospectus. The Selling Stockholder, however, will pay any other expenses incurred in selling its common stock, including any brokerage commissions or costs of sale. For more information on the use of proceeds, see “Use of Proceeds” on page .

Trading symbol:		Our common stock is traded on the OTC Market under the symbol “UCIX”.

Risk factors:		Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See “Risk Factors” and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our securities.

WeConventions ~~are~~that aApply ~~development stage company. From inception~~ to ~~March~~this ~~31, 2012, we have earned limited revenues of $4,000. We have minimal assets, and have incurred losses since inception.~~Prospectus

WeUnless ~~intend~~otherwise toindicated ~~build~~or ~~our business through~~ the ~~commercialization~~context ~~of ocean energy extraction technologies. We design~~otherwise requires, ~~develop,~~references ~~manufacture,~~in ~~license,~~this ~~and~~prospectus ~~service non-polluting, renewable electric power generating plants using innovative, patent protected wave energy and wind energy extraction technologies.~~to:

~~Global~~“$,” ~~Renewable~~“USD,” ~~Energy~~“US$” and “U.S. dollar” each refers to the United States dollar.

~~World~~“SEC” ~~net~~means ~~electricity~~the ~~generation increases by 87 percent from 18~~U.~~8 trillion KWh in 2007 to 25~~S.0 ~~trillion~~Securities ~~KWh in 2020~~ and Exchange 35Commission.~~2 trillion KWh by 20351. Although the recession slowed the rate of growth in electricity demand in 2008 and 2009, growth returns to pre-recession rates by 20151.~~

The rapid increase in world energy prices from 2003 to 2008, combined with concerns about the environmental consequences of greenhouse gas emissions, has led to renewed interest in alternatives to fossil fuels—particularly, nuclear power and renewable resources“U. ~~As a result, long-term prospects continue to improve for generation from both nuclear and renewable energy sources—supported by government incentives and by higher fossil fuel prices~~S. ~~From~~” ~~2007~~means ~~to 2035, world renewable energy use for electricity generation grows by an average of 3.0 percent per year and~~ the ~~renewable~~United ~~share~~States of ~~world electricity generation increases from 18 percent in 2007 to 23 percent in 20351~~ America. ~~(1 U.S. Energy Information Administration, International Energy Outlook 2010).~~

We“we,” ~~have minimal revenues~~“our,” ~~have achieved significant losses since inception~~“us,” “the ~~have~~company” ~~had only limited operations~~ and ~~have~~other ~~been~~similar ~~issued~~terms arefer ~~going~~to ~~concern~~UMBRA ~~opinion~~COMPANIES ~~by our auditors~~Inc. To ~~date,~~and weits ~~have~~consolidated ~~entered into agreements with the following parties:~~subsidiaries.

As of May 10, 2012, we have total cash on hand of $357,291 in our bank accounts. We may need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. The ~~financing~~Company’s wefinancial ~~need~~information ~~may not be available when needed. Even if financing~~ is ~~available,~~presented in ~~it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences or other terms~~U. ~~Our inability to obtain financing will inhibit to implement our development strategy, which could require us to diminish or suspend our operations and possibly cease our operations~~S. dollars.

We were incorporated on January 10, 2006 under the laws of the state of Nevada. Our principal office is located at 112 North Curry Street, Carson City, Nevada 89703. Our telephone number is (775) 321-8216.

~~The~~SUMMARY ~~Offering:~~ CONSOLIDATED FINANCIAL DATA

Securities Being Offered	Up to 45,000,000 shares of common stock.
Terms of the Offering	We are offering up to 45,000,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.
Securities Issued And to be Issued	55,800,000 shares of our common stock are issued and outstanding as of the date of this prospectus. We are offering up to 45,000,000 in a direct public offering.
Use of Proceeds	We will receive proceeds from the shares of our common stock that we sell we sell pursuant to our Direct Public Offering. See “Use of Proceeds.”
Market for the common stock	Our common stock is quoted on the OTC Bulletin Board, under the trading symbol “OCEL.OB”. The market for our stock may be highly volatile. We cannot assure you that there will be a market in the future for our common stock.

The following tables summarize our historical consolidated financial data. We have derived the historical consolidated statements of operations data for the years ended December 31, 2020 and 2019 from our consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year.

Summary Financial Information (unaudited)

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

		March 31, 2012		As of December 31, 2011
Balance Sheet
Total Assets	$	7,454,838	$	7,217,709
Total Liabilities	$	1,049,919	$	1,141,601
Stockholders’ Equity	$	6,404,919	$	6,076,108
		For the three months ended March 31, 2012		Period from January 10, 2006 (date of inception) to March 31, 2012
Income Statement
Revenue	$	-	$	4,000
Total Operating Expenses	$	1,647,928	$	1,912,037
Net Loss	$	(1,675,189)	$	(1,908,942)

~~Risk~~RISK ~~Factors~~FACTORS

An investment in our ~~common~~securities ~~stock~~ involves a high degree of risk. You should carefully consider the risks described below ~~and~~before ~~the~~making ~~other~~an ~~information~~investment indecision. ~~this~~Our ~~prospectus~~business, ~~before~~prospects, financial ~~investing~~condition, inor ~~our~~operating ~~common~~results ~~stock. If~~could be harmed by any of ~~the~~these ~~following~~ risks ~~occur~~, ~~our~~as ~~business,~~well ~~operating~~as ~~results~~other ~~and~~risks ~~financial~~not ~~condition~~currently ~~could~~known beto ~~seriously~~us ~~harmed~~or that we currently consider immaterial. The trading price of our ~~common~~securities ~~stock~~ could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

~~RISKS~~Risks ~~RELATED~~Relating TOto ~~OUR~~Our ~~BUSINESS~~Business and Industry

WEOur ~~ONLY~~business ~~HAVE~~is ~~LIMITED~~sensitive ~~OPERATIONS~~to ~~AND~~economy WEand ~~HAVE~~market real ~~NOT~~estate ~~GENERATED SIGNIFICANT REVENUES OR PROFITS TO DATE~~policies. ~~THERE~~ ISA NOdownturn ~~ASSURANCE~~in ~~OUR~~United ~~FUTURE~~States ~~OPERATIONS~~economy ~~WILL~~could ~~RESULT~~materially INand ~~PROFITABLE~~adversely ~~REVENUES. IF~~affect WEour ~~CANNOT~~revenues ~~GENERATE~~and ~~SUFFICIENT~~results ~~REVENUES~~of ~~TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS~~ operations.

WeAny ~~were~~slowdown ~~incorporated~~in onUnited ~~January~~States’ ~~10,~~economic development ~~2006~~might ~~and~~lead ~~have~~to ~~only~~tighter ~~realized~~credit ~~minimal~~markets, ~~revenues. We~~increased ~~only~~market ~~have~~volatility, ~~limited~~sudden ~~operations~~drops ~~upon~~in ~~which~~business anand ~~evaluation~~consumer ofconfidence ~~our~~and ~~future~~dramatic changes ~~success~~in orbusiness ~~failure~~and ~~can~~consumer ~~be made~~behaviors. ~~Our~~ ~~ability~~In response to ~~achieve~~their ~~and~~perceived ~~maintain~~uncertainty ~~profitability~~in ~~and~~economic ~~positive~~conditions, ~~cash~~consumers ~~flow~~might isdelay, reduce ~~dependent~~or ~~upon~~cancel ~~our~~purchases ~~ability~~of tohomes, ~~earn profit by developing~~ and ~~marketing~~our ~~renewable~~homebuyers ~~electric~~may ~~power~~also ~~generating~~defer, ~~plants. We~~reduce ~~cannot~~or ~~guarantee~~cancel ~~that~~purchases weof ~~will~~our beunits ~~successful in generating significant revenues~~ and ~~profit~~our inresults ~~the~~of ~~future. Failure~~operations may tobe ~~generate~~materially ~~significant revenues~~ and ~~profit~~adversely ~~will cause us to suspend or cease operations~~affected.

~~BECAUSE~~If ~~OUR~~we ~~AUDITORS~~are ~~HAVE~~unable ~~ISSUED~~to Asuccessfully ~~GOING~~manage ~~CONCERN~~our expansion ~~OPINION,~~into ~~THERE~~other ISstates ~~SUBSTANTIAL~~veteran ~~UNCERTAINTY~~housing ~~THAT~~subsidies, WEwe ~~WILL~~will ~~CONTINUE~~not ~~OPERATIONS~~be INable ~~WHICH~~to ~~CASE~~execute ~~YOU~~our ~~COULD~~business ~~LOSE YOUR INVESTMENT~~plan.

~~Our~~Historically, ~~auditors~~our ~~have~~business ~~issued~~and aoperations ~~going~~have been ~~concern~~concentrated ~~opinion. This~~in ~~means~~Century ~~that~~City ~~there~~and isother ~~substantial~~surrounding ~~doubt~~counties. ~~that~~If we ~~can~~are ~~continue~~unable asto ansuccessfully ~~ongoing~~develop ~~business~~and ~~for~~sell ~~the~~projects ~~next~~outside ~~twelve~~Century City, ~~months. The~~our ~~financial~~future ~~statements~~growth domay ~~not~~be ~~include~~limited ~~any~~and ~~adjustments~~we ~~that~~may ~~might~~not ~~result~~generate ~~from~~adequate ~~the~~returns ~~uncertainty~~to ~~about~~cover our ~~ability~~investments toin ~~continue~~these inother ~~business~~cities. As ~~such~~In addition, as we ~~may~~expand ~~have~~our operations to ~~cease~~other ~~operations~~cities ~~and~~with ~~you~~higher ~~could~~land ~~lose~~prices, ~~your~~our ~~investment~~costs may increase, which may lead to a decrease in our profit margin.

~~THERE~~We ISrequire NOsubstantial ~~MINIMUM~~capital ~~OFFERING~~resources ~~AND~~to fund ~~THEREFORE~~our ~~YOUR~~land ~~INVESTMENT~~use ~~MAY~~rights BEacquisition ~~USED~~and ~~EVEN~~property ~~THOUGH~~developments, ~~SUCH~~which ~~INVESTMENT~~may ~~WILL~~not ~~NOT~~be ~~SATISFY OUR CAPITAL REQUIREMENTS TO COMPLETE ANY PROJECT~~available.

~~Our~~Property ~~directors~~development ~~have~~is ~~not~~capital ~~specified~~intensive. aOur ability ~~minimum~~to ~~offering~~secure ~~amount~~sufficient ~~and~~financing ~~there~~for inland nouse ~~escrow~~rights ~~account~~acquisition ~~in operation. Because there is no escrow account~~ and noproperty ~~minimum~~development ~~offering~~depends ~~amount,~~on ~~investors could be in~~ a ~~position~~number ~~where~~of ~~they~~factors ~~have~~that ~~invested~~are beyond in our ~~company~~control, ~~but~~including wemarket ~~are~~conditions ~~unable to fulfill our objectives or proceed with our operations due to a lack of interest~~ in ~~this~~the ~~offering. If~~capital ~~this were to occur~~markets, wethe ~~might~~United beStates ~~forced~~economy toand ~~curtail~~the orUnited ~~abandon~~States ~~our~~government ~~operations~~regulations that ~~with~~affect athe ~~loss~~availability toand ~~investors~~cost ~~who~~of ~~purchase~~financing ~~stock~~for ~~under~~real ~~this~~estate ~~Prospectus~~companies.

IFOur ~~RICARDO~~performance ~~PRATS,~~and ~~OUR~~the ~~SOLE~~value ~~OFFICER,~~of ~~SHOULD~~our ~~RESIGN~~securities ORare ~~DIE,~~subject WEto risks ~~WILL~~associated ~~NOT~~with ~~HAVE~~our Ainvestments ~~CHIEF~~in ~~EXECUTIVE~~real ~~OFFICER. THIS~~estate ~~COULD~~assets ~~RESULT~~and INwith ~~OUR~~trends ~~OPERATIONS~~in ~~SUSPENDING,~~the ~~AND~~real ~~YOU~~estate ~~COULD LOSE YOUR INVESTMENT~~industry.

WeOur ~~depend~~economic onperformance and the ~~services~~value of our ~~sole~~real ~~officer~~estate ~~and~~assets ~~director~~and, ~~Ricardo~~consequently ~~Prats, for~~ the ~~future~~market ~~success~~value of ~~our business. The loss of~~ the ~~services~~Company's ofsecurities, ~~Mr.~~are ~~Prats~~subject ~~could~~to ~~have~~the anrisk ~~adverse~~that ~~effect on~~ our ~~business,~~properties ~~financial~~may not ~~condition~~generate ~~and~~revenues ~~results~~sufficient ofto ~~operations. If~~meet heour ~~should~~operating ~~resign~~expenses or ~~die~~other ~~we will not have a chief executive officer~~obligations. If ~~that~~A ~~should~~deficiency ~~occur,~~of ~~until~~this wenature ~~find~~would ~~another~~adversely ~~person to act as~~ impact our ~~chief~~financial ~~executive officer~~condition, ~~our~~results of operations, ~~could~~cash beflows, ~~suspended. In~~the ~~that~~quoted ~~event~~trading itprice isof ~~possible~~our ~~you~~securities, ~~could lose your entire investment. We do not carry any key personnel life insurance policies on Mr. Prats~~ and weour doability ~~not~~to ~~have~~satisfy aour debt ~~contract~~service ~~for his services~~obligations.

WEWe ~~MAY~~may ~~HAVE~~be ~~DIFFICULTY~~unable ~~ATTRACTING~~to ~~AND~~acquire ~~RETAINING~~desired ~~SKILLED~~development sites ~~PERSONNEL. OUR~~at ~~FAILURE~~commercially TOreasonable ~~DO SO COULD CAUSE US TO GO OUT OF BUSINESS~~costs.

Our ~~future~~revenue ~~success~~depends ~~will~~on ~~depend~~the incompletion ~~large~~and ~~part~~rental of on our ~~ability~~projects, towhich ~~attract~~in ~~and~~turn ~~retain~~depends ~~highly~~on ~~skilled~~our ~~management,~~ability ~~sales,~~to ~~marketing,~~acquire ~~and finance and product~~ development ~~personnel~~sites. ~~Competition~~ ~~for~~Our ~~such~~land ~~personnel~~use isrights ~~intense,~~costs ~~and~~are ~~there~~a ~~can~~major becomponent noof our ~~assurance~~cost ~~that~~of wereal ~~will~~estate besales ~~successful~~and increases in ~~attracting or retaining~~ such ~~personnel. Failure~~costs ~~to attract and retain such personnel~~ could ~~have~~diminish ~~a material adverse effect on~~ our ~~operations~~gross ~~and financial condition or cause us to go out of business~~margin.

WE WILL NEED SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED, WHICH COULD CAUSE US TO DISCONTINUE OUR OPERATIONS.

We will require significant expenditures of capital in order to acquire and develop our planned operations. We plan to obtain the necessary funds through private equity offerings. We may not be able to raise sufficient amounts from our planned sources. In addition, if we drastically underestimate the total amount needed to fully implement our business plan, our ability to continue our business will be adversely affected.

Our ability to obtain additional financing is subject to a number of factors, including market conditions, investor acceptance of our business plan, and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense reduction plans in a timely manner. However, these actions would have material adverse effects on our business, revenues, operating results and prospects, resulting in a possible failure of our business.

WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT WORLDWIDE ECONOMIC CRISIS

Our market and sales results could be greatly impacted by the current worldwide economic crisis, making it difficult to reach sales goals and thus generate significant revenue.

WEAlthough ~~ONLY~~we ~~HAVE~~believe ~~ONE~~that ~~OFFICER~~these ~~WHO~~measures ISare ~~ALSO~~generally targeted ~~OUR~~at ~~ONLY~~the ~~DIRECTOR~~luxury ~~WHICH~~property ~~MAY~~market ~~LEAD~~and TOspeculative ~~FAULTY~~purchases ~~CORPORATE~~of ~~GOVERNANCE~~land and properties, other measures or restrictions may be introduced in the future that may adversely affect our ability to obtain land for development. Moreover, the supply of potential development sites in any given city will diminish over time and we may find it increasingly difficult to identify and acquire attractive development sites at commercially reasonable costs in the future.

We ~~only~~rely have one executive officer who is also our sole director and he makes all of the decisions regarding corporate governance. This includes his (executive) compensation, accounting overview, related party transactions and so on~~. He~~ will also have full control over matters that require Board of Directors approval. This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors’ approval. This may lead to ineffective disclosure and accounting controls. Nonthird-~~compliance~~party ~~with laws and regulations may result in fines and penalties~~contractors. Mr. Prats would have the ability to take any action as he himself reviews them and approves them. We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors.

~~RISKS~~Substantially ~~RELATED~~all TOof ~~OUR~~our ~~INDUSTRY~~project construction and related work are outsourced to third-party contractors. We are exposed to risks that the performance of our contractors may not meet our standards or specifications. Negligence or poor work quality by any contractors may result in defects in our buildings or residential units, which could in turn cause us to suffer financial losses, harm our reputation or expose us to third-party claims. We work with multiple contractors on different projects and we cannot guarantee that we can effectively monitor their work at all times.

~~CURRENCY~~Although ~~EXCHANGE~~our ~~RATE~~construction ~~FLUCTUATIONS~~and ~~MAY~~other ~~INCREASE~~contracts contain ~~OUR~~provisions ~~COSTS~~designed to protect us, we may be unable to successfully enforce these rights and, even if we are able to successfully enforce these rights, the third-party contractor may not have sufficient financial resources to compensate us. Moreover, the contractors may undertake projects from other property developers, engage in risky undertakings or encounter financial or other difficulties, such as supply shortages, labor disputes or work accidents, which may cause delays in the completion of our property projects or increases in our costs.

~~The~~We ~~exchange~~may ~~rates~~be ~~between~~unable ~~the~~to ~~U.S.~~complete ~~dollar and non-U.S. currencies in which we conduct~~ our ~~business~~property ~~have~~developments on ~~and~~time ~~will~~or ~~likely~~at ~~fluctuate in the future~~all. ~~Any~~ ~~appreciation~~The inprogress ~~the~~and ~~value~~costs ~~of these non-U.S. currencies would result in higher expenses~~ for ~~our~~a ~~company. We~~development doproject ~~not~~can ~~have~~be ~~any~~adversely ~~hedging~~affected ~~arrangements~~by tomany ~~protect~~factors, ~~against~~including, ~~such~~without ~~exchange rate exposures.~~ limitation:

~~IMPORT/EXPORT~~· ~~REGULATIONS~~delays ~~AND~~in ~~TARIFFS~~obtaining ~~MAY~~necessary ~~CHANGE~~licenses, ~~AND~~permits ~~INCREASE~~or ~~OUR~~approvals ~~COSTS.~~from government agencies or authorities;

We· ~~are~~shortages ~~subject to risks associated with the regulations relating to the import/export~~ of ~~products. We cannot predict whether the import/export of our products will be adversely affected by changes in~~materials, ~~or enactment of new quotas~~equipment, ~~duties,~~contractors ~~taxes~~and orskilled ~~other charges or restrictions imposed by countries in the future. Any of these factors could have a material adverse effect on our operating costs.~~ labor;

~~ELECTRICAL~~· ~~REGULATIONS~~disputes ~~AND~~with ~~TARIFFS~~our ~~MAY~~third-party ~~CHANGE AND INCREASE OUR COSTS.~~ contractors;

We· ~~are~~failure ~~subject~~by toour ~~risks~~third-party ~~associated~~contractors ~~with~~to ~~the~~comply ~~regulations~~with ~~relating to~~ our ~~electrical products. We cannot predict whether electrical regulations and tariffs will be adversely affected by changes in~~designs, orspecifications ~~enactment of new quotas, duties, taxes~~ or ~~other charges or restrictions imposed by governments in the future. Any of these factors could have a material adverse effect on our operating costs.~~ standards;

~~OBTAINING~~· ~~PERMISSION~~difficult ~~FOR~~geological ~~SEA~~situations ~~INSTALLATIONS~~or ~~MAY~~other ~~CHANGE~~geotechnical ~~AND~~issues; ~~INCREASE OUR COSTS.~~ and

We· ~~are~~onsite ~~subject~~labor todisputes ~~risks associated with obtaining governmental approvals for our wave technologies. We cannot predict whether approvals required for such sea installations will be adversely affected by changes in,~~ or ~~enactment~~work ofaccidents; ~~new~~and ~~quotas,~~natural ~~duties,~~catastrophes ~~taxes~~ or ~~other charges or restrictions imposed by governments in the future. Any of these factors could have a material~~ adverse ~~effect~~weather ~~on our operating costs~~conditions.

~~RISKS~~Any ~~RELATED~~construction TOdelays, ~~OUR~~or ~~OFFERING~~failure to complete a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues, cash flows and our reputation.

~~OUR~~Changes ~~SHARES~~of OFlaws ~~COMMON~~and ~~STOCK~~regulations ~~ARE~~with ~~SUBJECT~~respect to TOpre-sales ~~THE~~may ~~“PENNY~~adversely ~~STOCK’~~affect ~~RULES~~our OFcash ~~THE~~flow ~~SECURITIES~~position ~~AND~~and ~~EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK~~performance.

~~The~~We ~~SEC~~depend ~~has~~on ~~adopted~~cash ~~rules~~flows ~~that~~from ~~regulate broker~~pre-~~dealer~~sale ~~practices~~of inproperties as ~~connection~~an ~~with~~important ~~transactions~~source ~~in "penny stocks.” Penny stocks generally are equity securities with a price~~ of ~~less~~funding ~~than~~for ~~$5.00~~our ~~(other~~property ~~than~~projects ~~securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price~~ and ~~volume~~servicing ~~information~~our ~~with respect to transactions in such securities is provided by the exchange or system)~~indebtedness. ~~Penny~~ ~~stock~~Under ~~rules~~current ~~require~~United aStates ~~broker-dealer,~~laws ~~prior~~and ~~to a transaction in a penny stock not otherwise exempt from those rules~~regulations, property todevelopers ~~deliver~~must afulfill ~~standardized~~certain ~~risk~~conditions ~~disclosure~~before ~~document~~they ~~prepared~~can bycommence ~~the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker~~pre-~~dealer~~sale ~~must also provide the customer with bid and offer quotations for the penny stock, the compensation~~ of the ~~broker-dealer,~~relevant ~~and~~properties ~~sales person in the transaction,~~ and ~~monthly~~may ~~account~~only ~~statements~~use indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the brokerpre-~~dealer~~sale proceeds ~~must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement~~ to ~~the~~finance ~~transaction. These disclosure requirements may have~~ the ~~effect~~construction of ~~reducing~~specific ~~the trading activity in the secondary market for stock that becomes subject to those penny stock rules~~developments. ~~If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.~~

THE PRICE AND TRADING VOLUME OF OUR COMMON STOCK WILL BE HIGHLY VOLATILE AND COULD ADVERSELY AFFECT YOUR ABILITY TO SELL YOUR SHARES AND THE AVAILABLE PRICE FOR THE SHARES WHEN SOLD.

Our common stock trades sporadically on the Over the Counter Bulletin Board. We expect that the market for our stock will be highly volatile. We cannot assure you that there will be a market in the future for our common stock. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. You may not be able to sell your shares at your purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares your purchase from the selling shareholders.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.

YOUR PERCENTAGE OWNERSHIP MAY BE DILUTED BY FUTURE ISSUANCES OF CAPITAL STOCK, WHICH COULD REDUCE YOUR INFLUENCE OVER MATTERS ON WHICH STOCKHOLDERS VOTE.

Our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options or shares that may be issued to satisfy our payment obligations. Issuances of additional common stock would reduce your influence over matters on which our stockholders vote.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO EARN A RETURN ON YOUR INVESTMENT WITH US.

We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. Therefore, you may have difficulty earning a return on your investment with us.

~~Forward-Looking~~Our ~~Statements~~prospective tenants rely heavily on government subsidies a reduction in government expenditures may adversely effect our performance.

~~This~~Our ~~prospectus~~tenants ~~contains~~are ~~forward-looking~~expected ~~statements~~to ~~that~~be ~~involve~~heavily ~~risks~~dependent on ~~and~~subsidies ~~uncertainties. We~~provided ~~use words such as anticipate, believe, plan, expect, future, intend and similar expressions~~ to ~~identify~~them ~~such~~because ~~forward-looking~~of ~~statements. You~~their ~~should~~status ~~not~~as ~~place too much reliance on these forward-looking statements~~veterans. Our ~~actual~~business ~~results~~will ~~are~~be ~~most~~negatively ~~likely~~impacted toif ~~differ~~the ~~materially~~federal ~~from~~government cuts ~~those~~or ~~anticipated~~reduces inexpenditures ~~these~~on ~~forward-looking~~housing ~~statements~~assistance for ~~many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus~~veterans.

~~Use~~Our results of ~~Proceeds~~operations may fluctuate from period to period.

WeOur ~~will~~results ~~receive~~of ~~all~~operations oftend ~~the~~to ~~proceeds~~fluctuate from period ~~the~~to ~~sale~~period. The number of properties that we can develop or complete during any particular period is limited due to the ~~common~~substantial capital ~~stock~~required ~~offered~~for ~~through~~land ~~this~~acquisition ~~prospectus~~and inconstruction, ~~our~~as ~~direct~~well ~~public~~as ~~offering~~the lengthy development periods required before positive cash flows may be generated. We In addition, several properties that we have developed or that are ~~offering~~under updevelopment are large scale and are developed in multiple phases over the course of one to ~~45,000,000~~several ~~shares~~years. The selling prices of the residential units in alarger ~~direct~~scale ~~public~~property ~~offering~~developments tend to change over time, ~~without~~which ~~the~~may ~~involvement~~impact ofour ~~underwriters~~sales orproceeds ~~broker-dealers~~and, accordingly, our revenues for any given period.

~~Based~~We rely on ~~the maximum offering price, we estimate that~~ our ~~net~~key ~~proceeds~~management ~~from the Offering, after deducting commission and other estimated expenses payable in relation to the Offering (estimated to be $35,000) will be approximately $13,465,000~~members. ~~We cannot guarantee that we will sell any or all of the shares being offered by us. This is a best efforts offering with no minimum offering amount.~~

We ~~intend~~depend toon ~~use~~the services provided by key management members. Competition for management talent is intense in the property development sector. In particular, we are highly dependent on Mr. William Pitre, our ~~net~~founder, ~~proceeds~~Chairman ~~from~~and Chief Executive Officer. We do not maintain key employee insurance. In the ~~Offering~~event ~~for~~that we lose the ~~following~~services of ~~purposes:~~any key management member, we may be unable to identify and recruit suitable successors in a timely manner or at all, which will adversely affect our business and operations. Moreover, we need to employ and retain more management personnel to support our expansion into other cities and counties. If we cannot attract and retain suitable human resources, especially at the management level, our business and future growth will be adversely affected.

·Increases in the price of raw materials may increase our cost of sales and reduce our earnings.

~~approximately~~Our $3third-party contractors are responsible for procuring almost all of the raw materials used in our project developments. Our construction contracts typically provide for fixed or capped payments,~~250~~ but the payments are subject to changes in government-suggested steel prices. The increase in steel prices could result in an increase in our construction cost. In addition,~~000~~ ~~for~~the ~~capital~~increases ~~expenditures;~~in the price of raw materials, such as cement, concrete blocks and bricks, in the long run could be passed on to us by our contractors, which will increase our construction cost. Any such cost increase could reduce our earnings to the extent we are unable to pass these increased costs to our customers.

·Our headquarters and some of our development sites are located in active earthquake zones, and an earthquake or other types of natural disasters affecting us or our suppliers could cause resource shortages and disrupt and harm our results of operations.

~~approximately~~We $7conduct our executive and administrative operations in the Los Angeles Area,~~940~~ which is an active earthquake zone,~~000~~ ~~for~~and ~~operations;~~it is anticipated that certain projects will operate in the same or similar regions or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain of our suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. The occurrence of a natural disaster, such as an earthquake, drought, flood or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us or our suppliers, could cause a significant interruption in our business, damage or destroy our facilities or those of our suppliers or the manufacturing equipment or inventory of our suppliers, and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations.

approximately $2,260,000 for working capital.

The foregoing represents our best estimate of our allocation of our net proceeds from the Offering based on our current plans and estimates regarding our anticipated expenditures. Actual expenditures may vary from these estimates, and we may find it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes.

Pending the use of our net proceeds in the manner described above, we may also use our net proceeds for our working capital, place the funds in fixed deposits with banks and financial institutions or use the funds to invest in short-term money market instruments, as our Directors may deem appropriate in their absolute discretion.

We estimate that the expenses of the Offering and the application for listing, including the underwriting fees and selling commission, and all other incidental expenses relating to the Offering, will amount to approximately $35,000.

Our direct public offering is being made on a self-underwritten basis - with no minimum and a maximum of $13,500,000. The table below sets forth the use of proceeds if 25%, 50%, 75% or 100% is sold.

	25%	50%	75%	100%
Gross Proceeds	$3,375,000	$6,750,000	$10,125,000	$13,500,000
Offering Expenses	$35,000	$35,000	$35,000	$35,000
Net Proceeds	$3,340,000	$6,715,000	$10,090,000	$13,465,000

The proceeds will be used as follows:

	25%	50%	75%	100%
Capital Expenditures	806,309	1,621,068	2,435,827	3,250,586
Operations
Plus Sales	655,218	1,317,302	1,979,386	2,641,469
Less COGs	(393,594)	(791,313)	(1,189,032)	(1,586,751)
Contributed Margin	261,624	525,989	790,354	1,054,719
Less Research and Development	(314,104)	(631,500)	(948,896 )	(1,266,291)
Less Marketing and Sales	(405,890)	(816,033)	(1,226,176)	(1,636,319)
Less General and Administrative	(1,729,444)	(3,477,011)	(5,224,578)	(6,972,145)
Plus Interest Income	27,229	54,743	82,258	109,772
Less Receivables	(42,257)	(84,957)	(127,656)	(170,356)
Plus Payables	231,618	465,662	699,707	933,752
Less Inventory	-	-	-	-
Subtotal Cost of Operations	1,971,225	3,963,106	5,954,987	7,946,868
Working Capital	562,466	1,130,826	1,699,186	2,267,546
Total	$3,340,000	$6,715,000	$10,090,000	$13,465,000

~~Dilution~~Any unauthorized use of our brand or trademark may adversely affect our business.

~~Dilution~~We ~~represents~~own ~~the~~trademarks ~~difference~~for ~~between~~our ~~the~~company ~~offering~~logo. ~~price~~We ~~and~~rely on the ~~net~~United ~~tangible~~States ~~book~~intellectual ~~value~~property ~~per~~and ~~share~~anti-unfair ~~immediately~~competition ~~after~~laws ~~completion~~and ofcontractual ~~this~~restrictions ~~offering. Net~~to ~~tangible~~protect ~~book~~brand ~~value~~name isand ~~the~~trademarks. We ~~amount~~believe ~~that~~our ~~results~~brand, ~~from~~trademarks ~~subtracting~~and ~~total~~other ~~liabilities~~intellectual ~~and~~property ~~intangible~~rights ~~assets~~are ~~from~~important ~~total~~to ~~assets~~our success. ~~Dilution~~ ~~arises~~Any ~~mainly~~unauthorized asuse ~~a result~~ of our ~~arbitrary~~brand, trademarks ~~determination~~and ofother ~~the~~intellectual ~~offering~~property ~~price~~rights ofcould ~~the~~harm ~~shares~~our ~~being~~competitive ~~offered~~advantages and business. ~~Dilution~~ ofFurthermore, the ~~value~~application of laws ~~the~~governing ~~shares~~intellectual ~~you~~property ~~purchase~~rights isin ~~also~~United aStates ~~result~~evolving, ofand ~~the~~could ~~lower~~involve ~~book~~substantial ~~value~~risks ofto ~~the~~us. ~~shares~~If ~~held~~we byare unable to adequately protect our ~~existing~~brand, ~~stockholders~~trademarks and other intellectual property rights, our reputation may be harmed and our business may be adversely affected.

~~The~~We ~~calculations~~may ~~below~~fail ~~are~~to ~~based upon 35~~obtain,~~800,000~~ ~~common~~or ~~shares~~may ~~issued~~experience ~~and~~material delays ~~outstanding~~in ~~and,~~obtaining anecessary ~~net~~government ~~tangible~~approvals ~~book~~for ~~value~~any ofmajor $6property development,~~404,919~~ orwhich ~~$0.18~~will ~~per~~adversely ~~share~~affect ofour ~~common stock as of March 31, 2012~~business.

~~You~~The ~~will~~real ~~suffer~~estate ~~substantial~~industry ~~dilution~~is strictly regulated by the United States government. Property developers in the ~~purchase~~United ~~price~~States must abide by various laws and regulations, including implementation rules promulgated by local governments to enforce these laws and regulations. Before commencing, and during the course of, ~~your~~development of ~~stock~~a ~~compared~~property project, we need to apply for various licenses, permits, certificates and approvals, including land use rights certificates, construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion acceptance certificates. We need to satisfy various requirements to obtain these certificates and permits. To date, we have not encountered serious delays or difficulties in the ~~net~~process ~~tangible~~of ~~book~~applying ~~value~~for ~~per~~these ~~share~~certificates ~~immediately~~and ~~after~~permits, but we cannot guarantee that we will not encounter serious delays or difficulties in the ~~purchase~~future. In the event that we fail to obtain the necessary governmental approvals for any of our major property projects, or a serious delay occurs in the government’s examination and approval progress, we may not be able to maintain our development schedule and our business and cash flows may be adversely affected.

~~The~~We ~~following~~may ~~assumes~~forfeit ~~the~~land ~~sale~~to ~~of 100% of~~ the ~~shares~~United ofStates ~~common~~government if ~~stock~~we infail ~~this offering. After giving effect~~ to ~~the~~comply ~~sale~~with ofprocedural ~~45,000,000~~requirements ~~shares~~applicable atto anland ~~offering~~grants ~~price~~from ofthe ~~$0.30~~government ~~per~~or ~~share of common stock our net tangible book value as of~~ the ~~closing~~terms of ~~this offering would increase from $0.18 to $0.25 per share. This represents an immediate increase in~~ the ~~net~~land ~~tangible~~use ~~book~~rights ~~value of approximately $0~~grant contracts.~~07 per share to current shareholders, and immediate dilution of about $0.054 per share to new investors, as illustrated in the following table:~~

Public offering price per share of common stock	$	0.30
Net tangible book value per share prior to offering	$	0.18
Increase per share attributable to new investors	$	0.07
Net tangible book value per share after offering	$	0.25
Dilution per share to new investors	$	0.05
Percentage dilution		17%

According to the relevant United States regulations, if we fail to develop a property project according to the terms of the land use rights grant contract, including those relating to the payment of land premiums, specified use of the land and the time for commencement and completion of the property development, the United States government may issue a warning, may impose a penalty or may order us to forfeit the land. Specifically, under current United States law, if we fail to commence development within one year after the commencement date stipulated in the land use rights grant contract, the relevant United States land bureau may issue a warning notice to us and impose an idle land fee on the land of up to 20% of the land premium. If we fail to commence development within two years, the land will be subject to forfeiture to the United States government, unless the delay in development is caused by government actions or force majeure. Even if the commencement of the land development is compliant with the land use rights grant contract, if the developed GFA on the land is less than one-third of the total GFA of the project or the total capital invested is less than one-fourth of the total investment of the project and the suspension of the development of the land continues for more than one year without government approval, the land will also be treated as idle land and be subject to penalty or forfeiture. We cannot assure you that circumstances leading to significant delays in our development schedule or forfeiture of land will not arise in the future. If we forfeit land, we will not only lose the opportunity to develop the property projects on such land, but may also lose all past investments in such land, including land premiums paid and development costs incurred.

~~The~~Any ~~following~~non-compliant ~~assumes~~GFA ~~the sale~~ of ~~75% of the shares of common stock in this offering. After giving effect to the sale of 33,750,000 shares at an offering price of $0.30 per share of common stock~~ our ~~net~~uncompleted ~~tangible~~and future ~~book~~property ~~value~~developments aswill ofbe ~~the~~subject ~~closing of this offering would increase from $0.18~~ to ~~$0.24~~governmental ~~per~~approval ~~share. This represents an immediate increase in the net tangible book value of approximately $0.06 per share to current shareholders,~~ and ~~immediate~~additional ~~dilution of about $0~~payments.~~062 per share to new investors, as illustrated in the following table:~~

Public offering price per share of common stock	$	0.30
Net tangible book value per share prior to offering	$	0.18
Increase per share attributable to new investors	$	0.06
Net tangible book value per share after offering	$	0.24
Dilution per share to new investors	$	0.06
Percentage dilution		20%

The local government authorities inspect property developments after their completion and issue the completion acceptance certificates if the developments are in compliance with the relevant laws and regulations. If the total constructed GFA of a property development exceeds the GFA originally authorized in the relevant land grant contracts or construction permit, or if the completed property contains built-up areas that do not conform with the plan authorized by the construction permit, the property developer may be required to pay additional amounts or take corrective actions with respect to such non-compliant GFA before a completion acceptance certificate can be issued to the property development.

The following assumes the sale of 50% of the shares of common stock in this offering. After giving effect to the sale of 22,500,000 shares at an offering price of $0.30 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.18 to $0.23 per share. This represents an immediate increase in the net tangible book value of approximately $0.05 per share to current shareholders, and immediate dilution of about $0.074 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.30
Net tangible book value per share prior to offering	$	0.18
Increase per share attributable to new investors	$	0.05
Net tangible book value per share after offering	$	0.23
Dilution per share to new investors	$	0.07
Percentage dilution		23%

The following assumes the sale of 25% of the shares of common stock in this offering. After giving effect to the sale of 11,250,000 shares at an offering price of $0.30 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.18 to $0.21 per share. This represents an immediate increase in the net tangible book value of approximately $0.03 per share to current shareholders, and immediate dilution of about $0.092 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.30
Net tangible book value per share prior to offering	$	0.18
Increase per share attributable to new investors	$	0.03
Net tangible book value per share after offering	$	0.21
Dilution per share to new investors	$	0.09
Percentage dilution		30%

~~Plan~~Our offailure ~~Distribution~~to assist our customers in applying for property rental or ownership grants in a timely manner may lead to compensatory liabilities to our customers.

We are ~~offering~~required up to ~~45,000,000~~meet ~~shares~~various ofrequirements ~~our~~within 90 ~~common~~days ~~stock~~after indelivery aof ~~direct public offering~~property, onor asuch ~~self-underwritten,~~other ~~best~~period ~~efforts~~contracted ~~basis,~~with ~~which means that~~ our ~~officer and directors will attempt to sell the shares~~customers, ~~without~~in ~~any~~order ~~involvement~~for ~~of underwriters or broker-dealers. This prospectus will permit~~ our ~~officer~~customers ~~and directors~~ to ~~sell~~apply ~~the~~for ~~shares~~their property ~~directly~~ownership ~~to the public~~certificates, ~~with~~including nopassing ~~commission~~various orgovernmental ~~other remuneration payable to them for any shares that they may sell. Our officer and directors will sell the shares and intends to offer them to friends~~clearances, ~~family~~formalities ~~members~~ and ~~business acquaintances~~procedures. In ~~offering~~Under ~~the securities on~~ our ~~behalf~~sales contract, we ~~they~~are ~~will~~liable ~~rely~~for onany ~~the~~delay ~~safe harbor from broker-dealer registration set out~~ in ~~Rule~~the ~~3a4-1~~submission ~~under~~of the ~~Securities~~required ~~and~~documents ~~Exchange~~as ~~Act~~a result of ~~1934. The~~our ~~intended~~failure ~~methods~~to ofmeet ~~communication~~such ~~include~~requirements, ~~without limitations, telephone~~ and ~~personal~~are required ~~contact. For~~to ~~more~~compensate ~~information,~~our ~~see~~customers ~~the~~for ~~section of this prospectus entitled "Plan of Distribution”~~delays. ~~The~~ ~~shares~~In ~~will~~the becase ~~offered at a fixed price~~ of ~~$0.30~~serious ~~per~~delays ~~share~~on ~~for a period of~~ one ~~hundred~~or ~~and~~more ~~eighty~~property ~~(180)~~projects, ~~days~~we ~~from~~may ~~the~~be ~~effective~~required ~~date~~to pay ofsignificant ~~this~~compensation ~~prospectus,~~to ~~unless~~our ~~extended~~customers byand our ~~board~~reputation ofmay ~~directors~~be ~~for~~adversely ~~an additional 90 days~~affected.

InWe ~~order~~are subject to ~~comply~~potential ~~with~~environmental the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have compliedliability.

InWe ~~addition~~are subject to a variety of laws and ~~without~~regulations concerning ~~limiting~~the protection of health and the ~~foregoing,~~environment. weThe ~~will~~particular beenvironmental ~~subject~~laws and regulations that apply to ~~applicable~~any ~~provisions~~given development site vary significantly according to the site’s location and environmental condition, ~~rules~~the present and ~~regulations~~former ~~under~~uses of the ~~Exchange~~site ~~Act~~and the ~~with~~nature ~~regard~~of the adjoining properties. Environmental laws and conditions may result in delays, may cause us to ~~security~~incur ~~transactions~~substantial ~~during~~compliance and other costs and can prohibit or severely restrict project development activity in environmentally-sensitive regions or areas. Although the ~~period~~environmental ofinvestigations ~~time~~conducted ~~when~~by ~~this~~local ~~Registration~~environmental ~~Statement~~authorities have not revealed any environmental liability that we believe would have a material adverse effect on our business, financial condition or results of operations to date, it is ~~effective~~possible that these investigations did not reveal all environmental liabilities and that there are material environmental liabilities of which we are unaware. We cannot assure you that future environmental investigations will not reveal material environmental liability. Also, we cannot assure you that the United States government will not change the existing laws and regulations or impose additional or stricter laws or regulations, the compliance with which may cause us to incur significant capital expenditure.

~~Offering~~We ~~Period~~need to improve our internal financial reporting controls. If we are unable to establish appropriate internal financial reporting controls and ~~Expiration~~procedures, ~~Date~~it could cause us to fail to meet our reporting obligations, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

~~This~~Effective ~~offering~~internal ~~will~~controls ~~start~~are onnecessary ~~the~~for us ~~date~~to ~~that~~provide ~~this~~reliable ~~registration~~financial ~~statement~~reports isand ~~declared~~effectively ~~effective~~prevent byfraud. ~~the~~We ~~SEC~~maintain ~~and continue for~~ a ~~period~~system of ~~one~~internal ~~hundred~~control ~~and~~over ~~eighty~~financial ~~(180)~~reporting, which ~~days~~is ~~from~~defined ~~the~~as ~~effective~~a ~~date~~process ofdesigned ~~this prospectus~~by, ~~unless~~or ~~extended~~under bythe ~~our~~supervision ~~board~~ of, ~~directors~~our ~~for~~principal anexecutive ~~additional~~officer 90and ~~days. The~~principal ~~offering~~financial ~~shall~~officer, or ~~terminate~~persons onperforming ~~the~~similar ~~earlier~~functions, ofand ~~(i)~~effected ~~the~~by ~~date~~our ~~when~~board ~~the sale~~ of ~~all 45~~directors,~~000,000~~ ~~shares~~management isand ~~completed~~other personnel, ~~(ii)~~to ~~when~~provide ~~the~~reasonable assurance ~~Board~~regarding ~~of Directors decides that it is in~~ the ~~best~~reliability ~~interest~~ of ~~the~~financial ~~Company~~reporting toand ~~terminate~~ the ~~offering~~preparation ~~prior the completion~~ of ~~the~~financial ~~sale~~statements offor ~~all~~external ~~45,000,000~~purposes ~~shares~~in ~~registered~~accordance with ~~under~~generally ~~the~~accepted ~~Registration~~accounting ~~Statement of which this Prospectus is part~~principles.

We cannot assure you that we will not, ~~accept~~in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any ~~money~~areas ~~until~~in ~~this~~need ~~registration~~of ~~statement~~improvement iswill ~~declared~~be ~~effective~~successful byor that we will implement and maintain adequate controls over our financial processes and reporting in the ~~SEC~~future as we continue our growth.

~~Procedures~~As ~~for~~a ~~Subscribing~~public company, we are required to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act of 2013. If we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act or if we fail to maintain adequate internal controls over financial reporting, our business, results of operations and financial condition could be materially adversely affected.

IfAs ~~you~~a ~~decide~~public company, we are required to ~~subscribe~~comply with ~~for~~the ~~any~~periodic ~~shares~~reporting inobligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including preparing annual reports and quarterly reports. Our failure to prepare and disclose this ~~offering~~information in a timely manner could subject us to penalties under U.S. federal securities laws, ~~you~~expose ~~must~~us to lawsuits and restrict our ability to access financing. In addition, we are required under applicable law and regulations to design and implement internal controls over financial reporting, and evaluate our existing internal controls with respect to the standards adopted by the U.S. Public Company Accounting Oversight Board.

execute and deliver a subscription agreement; and

deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “Ocean Electric Inc.” No subscription may be executed nor funds delivered prior to effectiveness of the registration statement. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

~~Description~~The Company assessed its internal control over financial reporting and still has significant and material deficiencies as of ~~Securities~~December 31, 2020 The Company’s remediation plan is listed in Item 9A. However, we cannot assure you that our current remediation plan can resolve all the significant deficiencies and material weaknesses in the internal control over financial reporting. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address issues identified through future reviews. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities.

~~General~~If we do not fully remediate the material weaknesses identified by management or fail to maintain the adequacy of our internal controls in the future, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, any failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common stock.

~~Our~~Risk ~~authorized~~Relating ~~capital~~to ~~stock~~the ~~consists~~Residential ofProperty ~~250,000,000~~Industry in ~~shares~~United ~~of common stock at a par value of $0.001 per share and 5,000,000 shares of preferred stock at a par value of $0.001 per share.~~States

~~Common~~The ~~Stock~~United States government may adopt further restrictive measures to slow the increase in prices of real property and real property development.

AsAlong ofwith ~~December~~the ~~31,~~economic ~~2011,~~growth ~~there~~in ~~were~~United 34States,~~400,000~~ investments ~~shares~~in ofthe ~~our~~property ~~common~~sectors ~~stock~~have ~~issued~~increased ~~and~~significantly ~~outstanding~~in ~~that~~the ispast ~~held~~few byyears. ~~approximately~~In 21response ~~stockholders~~to concerns over the scale of ~~record~~the increase in property investments, the United States government has introduced policies to curtail property development. We believe those regulations, among others, significantly affect the property industry in United States.

~~Holders~~These ofrestrictive ~~our~~regulations ~~common~~and ~~stock~~measures ~~are~~could increase ~~entitled~~our tooperating ~~one~~costs ~~vote~~in ~~for~~adapting ~~each share on all matters submitted~~ to athese ~~stockholder~~regulations ~~vote. Holders~~and ~~of common stock do not have cumulative voting rights. Therefore~~measures, ~~holders~~limit ofour aaccess ~~majority~~to ofcapital ~~the~~resources ~~shares~~or ofeven ~~common~~restrict ~~stock~~our business ~~voting for the election of directors can elect all of the directors~~operations. ~~Holders~~ ofWe ~~our~~cannot ~~common~~be ~~stock~~certain ~~representing~~that ~~a majority of~~ the ~~voting~~United ~~power~~States ofgovernment ~~our~~will ~~capital~~not ~~stock~~issue ~~issued,~~additional ~~outstanding~~ and ~~entitled~~more tostringent ~~vote,~~regulations ~~represented in person~~ or ~~by proxy~~ measures, ~~are~~which ~~necessary~~could tofurther ~~constitute~~slowdown aproperty ~~quorum~~development atin ~~any~~United ~~meeting~~States ofand ~~our~~adversely ~~stockholders. A~~affect ~~vote by the holders of a majority of~~ our ~~outstanding~~business ~~shares~~and ~~is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation~~prospects.

~~Holders~~We ~~of common stock~~ are ~~entitled~~heavily todependent ~~share~~on ~~in all dividends that~~ the ~~board~~ performance of ~~directors, in its discretion, declares from legally available funds. In~~ the ~~event~~residential ofproperty ~~liquidation,~~market ~~dissolution or winding up, each outstanding share entitles its holder to participate pro rata~~ in ~~all~~United ~~assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock~~States. ~~Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.~~

~~Preferred~~The ~~Stock~~residential property industry in the United States is still riding many factors in the recent years due to the recent and ongoing pandemic. Although demand for residential property in the United States has been growing rapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation in property prices. It is extremely difficult to predict how much and when demand will develop, as many social, political, economic, legal and other factors, most of which are beyond our control, may affect the development of the market.

We ~~have~~face ~~5,000,000~~intense ~~shares~~competition offrom ~~preferred~~other ~~stock~~real estate ~~at a par value of $0~~developers.~~001 per share authorized of which no shares have been issued.~~

~~Dividend~~Competition ~~Policy~~among property developers may result in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of skilled contractors, oversupply of properties, decrease in property prices in certain parts of the United States, a slowdown in the rate at which new property developments will be approved and/or reviewed by the relevant government authorities and an increase in administrative costs for hiring or retaining qualified personnel, any of which may adversely affect our business and financial condition. Furthermore, property developers that are better capitalized than we are may be more competitive in acquiring land through the auction process. If we cannot respond to changes in market conditions as promptly and effectively as our competitors, or effectively compete for land acquisition through the auction systems and acquire other factors of production, our business and financial condition will be adversely affected.

WeIn ~~have~~addition, ~~never~~risk ~~declared~~of orproperty ~~paid~~over-supply ~~any~~is ~~cash~~increasing in ~~dividends~~parts onof ~~our~~United ~~common~~States, ~~stock. We~~where ~~currently~~property ~~intend~~investment, totrading ~~retain~~and ~~future~~speculation ~~earnings,~~have ifbecome ~~any,~~overly active. We are exposed to ~~finance~~the risk that in the ~~expansion~~event of ~~our~~actual ~~business. As~~or aperceived ~~result~~over-supply, weproperty doprices ~~not~~may ~~anticipate~~fall ~~paying~~drastically, ~~any~~and ~~cash~~our ~~dividends~~revenue inand ~~the~~profitability ~~foreseeable~~will ~~future.~~be adversely affected.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

~~Interests~~Future ofinflation ~~Named~~may ~~Experts~~inhibit ~~and~~our ~~Counsel~~activity to conduct business.

NoIn ~~expert~~recent oryears, ~~counsel~~the ~~named~~US ineconomy ~~this~~has ~~prospectus~~experienced periods ~~as having prepared or certified any part~~ of ~~this~~downturn ~~prospectus~~due orto ~~having~~the ~~given~~pandemic anand ~~opinion~~other ~~upon~~international ~~the~~crisis. ~~validity~~The ofgovernment ~~the~~has ~~securities~~responded ~~being~~with ~~registered~~measures orthat ~~upon~~might ~~other~~introduce inflationary ~~legal~~periods ~~matters~~ in ~~connection with~~ the ~~registration~~coming oryears ~~offering~~that ofmay ~~the~~make ~~common~~costs ~~stock~~of ~~was~~our ~~employed~~raw onmaterials ato ~~contingency~~build ~~basis,~~difficult ~~or had, or is~~ to ~~receive,~~maintain. inWe ~~connection~~cannot ~~with~~assure ~~the~~you that ~~offering,~~we anwill ~~interest,~~be ~~direct~~able orto ~~indirect,~~enforce ~~in the registrant or~~ any of ~~its~~our ~~parents~~material oragreements ~~subsidiaries. Nor was any such person connected with the registrant~~ or ~~any~~to offinish ~~its~~projects ~~parents~~completely orif ~~subsidiaries~~we asare ahit ~~promoter,~~with ~~managing~~exorbitant orprice ~~principal~~increases during ~~underwriter, voting trustee, director, officer, or employee~~construction.

~~Chae~~Risks ~~Law,~~Related ~~PLLC~~to ~~has~~our ~~provided~~Securities anand ~~opinion~~this ~~on the validity of our common stock.~~Offering

~~The~~We ~~financial~~may ~~statements~~be ~~included~~subject ~~in this prospectus have been audited by PLS CPA~~ to the ~~extent~~penny ~~and~~stock ~~for~~rules which will ~~the~~make ~~periods set forth in their report appearing elsewhere in this document and in~~ the ~~registration~~shares ~~statement filed with the SEC, and are included in reliance upon such report given upon the authority~~ of ~~said~~our ~~firm~~common asstock ~~experts~~more indifficult ~~auditing~~to ~~and accounting~~sell.

~~Description~~We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of ~~Business~~common stock sell below $1.00 per share. Penny stocks generally are equity securities with a price of less than $1.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

~~General~~In addition, the penny stock rules require that prior to a transaction, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

WeOur ~~were~~shares ~~incorporated~~of incommon stock are very thinly traded, and the ~~State~~price if traded may not reflect our value. There can be no assurance that there will be an active market for our shares of ~~Nevada~~common onstock ~~January~~either ~~10,~~now ~~2006~~or in the future.

WeOur ~~are~~shares aof ~~start-up~~common ~~company~~stock are very thinly traded, and wethe ~~intend~~price toif ~~build~~traded may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business ~~through~~and any steps that our management might take to bring us to the ~~commercialization~~awareness of ~~ocean~~investors. ~~energy~~There ~~extraction~~can ~~technologies~~be no assurance given that there will be any awareness generated. We ~~design~~Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, ~~manufacture~~the price may be highly volatile. Because there may be a low price for our shares of common stock, ~~license~~many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, ~~and~~the ~~service~~combination ~~non-polluting~~of brokerage commissions, ~~renewable~~transfer ~~electric~~fees, ~~power~~taxes, ~~generating~~if any, ~~plants~~and ~~using~~any ~~innovative~~other selling costs may exceed the selling price. Further, ~~patent~~many ~~protected~~lending ~~wave~~institutions ~~energy~~will ~~and~~not ~~wind~~permit ~~energy~~the ~~extraction~~use ~~technologies~~of such shares of common stock as collateral for any loans.

~~Overview~~We have never paid cash dividends and are not likely to do so in the foreseeable future.

We ~~are~~have anever ~~development~~declared ~~stage~~or ~~company~~paid any cash dividends on our common stock. We ~~were~~currently ~~incorporated~~intend to retain any future earnings for use in the ~~State~~operation and expansion of ~~Nevada~~our onbusiness. ~~January~~We ~~10,~~do ~~2006. Our~~not expect ~~common~~to ~~stock~~pay ~~trades~~any oncash dividends in the ~~OTC~~foreseeable ~~Bulletin~~future ~~Board~~but ~~under~~will ~~the~~review ~~symbol~~this ~~“OCEL~~policy as circumstances dictate.~~OB”.~~

We do not have any subsidiaries. Our principal office is located at 112 North Curry Street, Carson City, Nevada 89703. Our telephone number is (775) 321-8216. Our fiscal year end is December 31.

We intend to build our business through the commercialization of ocean energy extraction technologies. We design, develop, manufacture, license, and service non-polluting, renewable electric power generating plants using innovative, patent protected wave energy and wind energy extraction technologies.

We are not involved in any bankruptcy, receivership or similar proceedings.

Current Technologies

As previously disclosed on our Form 8-K filed with the S.E.C. on October 3, 2011, we acquired certain wave energy technologies developed by Hidroflot, S.A. Specifically we acquired a wave energy technology, patented as “half submerged power station for swell energy extraction” PCT/IB2009/000230. We own the International Patent to this technology, which has been registered with the European Patent Agency. This technology generates energy by the movement of waves. Our patented wave platform has 16 “floaters” that move up and down with passing waves. Vertical motion of the “floaters” is converted to rotary motion to drive electric generators. The floating 6.4 MW platform is anchored to the sea floor and can be totally submerged should waves exceed 6 meters. Platforms can be grouped together to form 50 MW “farms”. Undersea cabling is used to connect “farms” to the onshore power grid. Due to its compact design, submersible protection, and high MW rating, the wave platform’s acquisition and operating costs per MW are significantly less than competitive designs. The platform is designed for both shallow and deep water applications. The platform is currently undergoing Sea Trials prior to commercialization.

Also, as disclosed on our Form 8-K filed with the S.E.C. on December 1, 2011, we acquired certain wind offshore wind energy technologies developed by Green & Blue Sustainable Technologies. Our wind platform moves 115+ tons of machinery from the top of the rotor blade tower (located in a nacelle) to the base of a floating spur wind turbine. A patented fiber sling transmission system connects the rotor shaft at the top to the generator at the base of the tower. The Nacelle and tower yaw control uses our patented mechanism under International Patent Number PCT /EP2012/054552. Our wind turbine is designed for deep water continental shelf installations (depths of 30 m to more than 200 m). Multiple turbines can be interconnected to form offshore wind “farms” for larger MW capacity. By moving the generating equipment to the base of the turbine tower, the turbine center of gravity is lowered which significantly increases stability particularly during inclement weather. With sea level access, equipment installation, maintenance, and repair costs are reduced. The transmission and yaw systems can be adapted to any wind turbine manufacturer’s nacelle and generating equipment, thereby increasing our market opportunity for licensing rights and project services.

~~Business~~TAX ~~Opportunities~~CONSIDERATIONS

~~Licensing~~We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. federal, state and any applicable foreign tax consequences relating to their investment in our securities.

WeUSE ~~will~~OF market turnkey renewable power plant user licenses to Independent Power Producers (83% owners of renewable energy generating plants). Turnkey and scalable pilot user licenses will be marketed to Independent and Public Utilities (16% owners of renewable energy generating plants). Technology licenses and engineering support contracts will be marketed to equipment suppliers. Partnerships, joint marketing, and other types of alliances may be formed for additional licensing opportunities.PROCEEDS

~~Services~~We will not receive any proceeds from the sales, if any, of the common stock covered by this prospectus. All net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholder. See “Selling Stockholder” and “Plan of Distribution” described below.

WeDETERMINATION ~~will~~OF beTHE aOFFERING full service provider to licensed accounts. Turnkey projects are designed, developed, and installed under a Project Management contract coordinating all aspects of the project. Other services available under contract include pre-project planning and consulting, site investigation, installation management, and post-sales operating services (training, monitoring, maintenance, repair, and decommissioning).PRICE

~~Manufacturing~~Our shares of common stock are currently listed, it is trading on the OTC Markets under the symbol “UCIX,”. The offering price of the securities offered by Selling Stockholders will be sold at a fixed price until our shares are listed on a national securities exchange, at which time they may be sold at prevailing market prices or in privately negotiated transactions.

We will only manufacture patented critical components that require stringent engineering tolerances and/or a high degree of quality control. Third party manufacturers will be contracted by us for all remaining equipment and paid for directly by our clients.Dividends

~~Sales~~We have ~~Channels~~not declared or paid any cash dividends on our common stock since our inception, and our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. There are currently no restrictions that limit our ability to declare cash dividends on its common stock and we do not believe that there are any that are likely to do so in the future.

We will maintain an internal direct sales force and a network of international sales representative organizations capable of providing technical sales support, account management, and contract administration.

Upside Opportunities

We have significant additional revenue potential from (1) international sales in addition to U.S. and European sales, (2) land-based wind platforms, (3) wave and wind platforms combined into a single renewable energy farm, and (4) us owning and operating ocean energy extraction farms.

~~Market~~MANAGEMENT’S DISCUSSION ~~Demand~~AND ANALYSIS OF FINANCIAL CONDITIONS AND

~~Global~~RESULTS ~~electricity~~OF demand is forecasted to increase by 87 percent from 18.8 trillion KWh in 2007 to 25.0 trillion KWh in 2020 and 35.2 trillion KWh by 2035. Global renewable electricity generation is forecasted to grow by 3.0 percent per year increasing from 18 percent in 2007 to 23 percent in 2035 driven by government incentives and higher fossil fuel prices. OPERATIONS

~~Wave~~You ~~Energy~~should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section headed “Summary Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

~~Pike~~Our ~~Research~~Business forecasts ocean energy could yield a global power generation capacity of 200 GW by 2025: a market value of $400 billion. The National Renewable Energy Laboratory (NREL) forecasts wave power generation could meet 2% of current U.S. electricity demand, providing 80 TWh/yr of power production by 2025. The U.S. market opportunity is forecasted at 46 GW by 2025; a market value of $92 billion.Overview

~~Wind~~UMBRA ~~Power~~COMPANIES INC. (the “Company” or,” “we”, “our”, “us”), , is a corporation organized under the laws of the State of COLORADO.

~~Europe~~Our ~~has~~Company ~~installed~~is a ~~more~~Real ~~than~~Estate ~~830~~Development ~~wind~~Investment ~~turbines~~company ~~serving~~that ~~nine~~deploys ~~countries. Almost~~capital ~~all~~and ofresources ~~the~~countrywide. ~~2,300~~The ~~megawatts~~centered ~~(MW)~~focus ~~of installed capacity has been built in shallow waters (less than 30 meters deep). Europe~~ is ~~planning~~on toBuilding ~~add~~and ~~another 1~~Acquiring multi-family,~~000~~ ~~MW in 2010 and 50~~homes,~~000~~ MWcondos ~~is planned or under development for 2011~~ and ~~beyond. Our~~townhomes ~~solution can work~~ in ~~high~~the ~~deep~~effort ~~waters,~~to ~~opening~~end ahomelessness ~~new~~within ~~market~~the inVeteran ~~renewable energy~~community. ~~U.S.~~ ~~Offshore~~Umbra ~~Wind~~strategically ~~Power:~~focus ~~The~~on properties ~~United~~centered ~~States~~around ~~leads~~ the ~~world~~VA inHospitals ~~installed,~~within ~~land-based~~the ~~wind~~different ~~energy~~communities ~~capacity~~while ~~but~~working ~~has~~with nothe ~~offshore~~Veteran ~~wind~~Department ~~projects currently in operation. However, 20 projects representing more than 2,000 MW~~ of ~~capacity are in the planning and permitting process~~State.

~~Competition~~On February 1, 2021 Umbra Companies Inc was acquired by Panthera capital Holdings, LLC and Mr William Pitre was appointed as the CEO and Paul Jackson was appointed as the new Chief Investment & Finance Officer. Following the acquisition Umbra Companies Inc has moved to its corporate office at 1999 Avenue of the Stars, Suite 1100 Century City CA 90067.

~~Wave~~We ~~Power~~conduct ~~Competition~~substantially all of our business through the AMEN Foundation, a non-profit organization dedicated to the commitment to strive to end homelessness, poverty and to provide healthcare for all . Since the initiation of our business, we have been focused on expanding our business in certain other cities and states in United States.

ToOur date, no single technology has emerged as the industry standard for either on-shore/near-shore or off-shore installations. Most technologies remain in experimental development with a few in the prototype stage.Mission:

~~On-shore~~To ~~and~~work ~~near-shore~~around ~~technologies~~the ~~attempt~~clock to ~~harness~~enrich ~~both~~lives, ~~the~~defeat ~~potential~~poverty, defeat ~~and~~homelessness, ~~kinetic~~offer ~~energy of waves. Although~~ access isto ~~fairly~~quality ~~easy~~healthcare, asend ~~waves~~lack ~~approach the shore, a significant amount~~ of ~~energy~~access ~~has~~to ~~already~~proper ~~been dissipated. In addition~~nourishment, ~~not~~while ~~all~~focusing ~~coast lines (e.g. shallow beachheads) are suitable for these types of technologies. Another disadvantage is the installation’s environmental impact~~ on orachieving ~~near~~social justice ~~the~~without ~~coastline~~boundaries.

~~The~~Our three on-shore/near-shore technologies are the Oscillating Water Column (OWC), Tapered Channel, and Pendulum. After considerable research and development since the 1970’s, only OWC continues to be developed (GreenWave by OceanLinx and EVE discussed below).Vision:

~~Off-shore~~To ~~technologies~~seek ~~are deployed in open sea deep water (>40m) where waves have not dissipated energy by approaching the coastline. Off-shore technologies inherently also have~~ a ~~lower~~world ~~environmental impact. There are two basic types~~ of ~~off-shore~~hope, ~~technologies;~~tolerance, ~~floating body~~ and ~~above~~social ~~sea~~justice, where ~~level~~poverty, ~~devices. Floating~~homelessness, ~~body~~and ~~devices~~the ~~generate~~lack ~~power based on movement~~ of ~~the~~access ~~device induced by waves. Above sea level devices protrude 2m~~ to 5mquality ~~above~~healthcare ~~the~~can ~~surface. When~~be ~~waves~~overcome ~~move~~and ~~over~~all ~~the~~people ~~top~~can oflive ~~the~~with ~~device,~~dignity ~~water~~and ishope as ~~then~~proposed ~~channeled~~by ~~back~~our ~~into~~constitutional ~~the ocean through a low pressure turbine to generate electricity~~rights.

~~Although~~Our more recent than on-shore/near-shore technologies, off-shore technologies have proven to be more cost effective, efficient, and incur less of an impact on the environment. As a result, most commercialization is expected to adopt one or more of these technologies. Nine noteworthy developments are described belowValues:

1We believe in urgent action, innovation, and the necessity of transformation through participation and involvement.

~~Pelamis, by Ocean Power Delivery (Edinburgh, Scotland)~~Integrity:

2We are accountable to the people and partners we humbly serve, transparently sharing our results, stories, and lessons.

Power Buoy, by Ocean Power Technologies (New Jersey, USA)

GreenWave (near-shore) and BlueWave (off-shore) by OceanLinx (formerly Energetech, Australia)

Archimedes Wave Swing by AWS Ocean Energy Ltd (Scotland)

Waveplane by WavePlane Production A/S (Denmark)

Wave dragon by Wave Dragon ApS (Denmark)

The PIPO Buoy by Pipo Systems, S.L. (Vigo-Pontevedra, Spain)

The Manchester Bobber by The University of Manchester Intellectual Property Limited (England)

Anaconda Wave Energy Converter (Great Britain)

There are many other concepts, designs, and prototypes being tested in multiple countries.

~~Wind Power Competition~~Diversity:

~~All~~We ~~wind~~know ~~turbines~~that ~~currently~~by ~~available~~embracing ~~have the same design configuration~~differences, ~~namely~~actively ~~the~~include a ~~placement~~variety of ~~the gear box~~voices, ~~generator, braking, yaw control,~~ and ~~electronic~~joining ~~controls~~with inour apartner's ~~nacelle~~we ~~platform~~can ~~mounted~~solve ~~on top of an elevated tower. Competitive pricing is driven more by implementation and cost of ownership than major design advantages. We are~~ the ~~first~~world's ~~company~~most tocomplex ~~offer a significantly improved configuration for both land based and offshore installations, with a new wind turbine concept~~problems.

Design, development and construction of wind turbines are both complex and capital intensive. The leading companies are large, well-capitalized organizations that have entered the wind power market by leveraging other mainline businesses. Using past experience and expertise in related industries, turbines, transformers, electronic control, and many other common components were adapted for the wind power market. The most prominent companies are large international firms such as Vestas, General Electric, Siemens, Gamesa, Alstom, and Areva, all of which have not only provided equipment for land based wind farms but also offshore farms. Excellence:

~~General~~We ~~competitive~~challenge ~~conditions~~ourselves ~~may~~to bethe ~~substantially~~highest ~~affected~~level ~~by various forms~~ of ~~energy legislation~~ learning and~~/or~~ ~~regulation~~performance, ~~introduced~~tapping ~~from time to time by~~ the ~~governments~~best of the ~~United~~human ~~States~~spirit ~~and~~to ~~other~~create ~~countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for energy and alternative energy sources~~impact.

InOur ~~the~~typical ~~face~~projects ofdevelop ~~competition,~~multiple wefour ~~may~~(4) ~~not~~unit becomplex ~~successful~~(“4-plex”) with ineach ~~acquiring,~~individual ~~exploring~~unit orbeing ~~developing~~a ~~our~~2 ~~technologies~~bedroom orwith ~~interests. Despite~~about ~~this,~~850 wesq ~~hope~~ft. toor ~~compete~~a ~~successfully~~total insq ft for the ~~wind~~4 ~~and~~plex ~~wave~~of ~~energy~~3400 ~~power~~sq ~~industry~~ft. ~~by:~~VAST-HUD & SECTION 8 has agreed to pay $1,268 per month for each 2-bedroom apartment.

·This program will allow us to offer these affordable homes to any person that qualifies for SECTION 8.

~~keeping~~We would continue to assist the community through our ~~costs~~1st time ~~low;~~buyer program through HUD with the following benefits:

·• Building a home for low-income qualified buyers • Down Payment assistance

~~relying~~• onBudgeting ~~the~~to ~~strength~~enter ofthe ~~our management’s contacts; and~~program

·Market Outlook

~~using~~The ~~our~~Business ~~size~~Research ~~and~~Company’s ~~experience~~latest research in the global construction industry shows that the market is expected to ~~our~~grow ~~advantage~~at a compound annual growth rate (CAGR) of 7.5% from 2021 and reach $15 trillion by ~~adapting~~2023 ~~quickly~~(March to04, ~~changing~~2021-GLOBE ~~market~~NEWSWIRE). ~~conditions~~The orglobal ~~responding~~analysis ~~swiftly~~and toforecast ~~potential~~periods ~~opportunities~~covered are 2020-2023 (current & future analysis) and 2012-2020 (historic review). Research estimates are provided for 2021, while research projections cover the period 2020-2023.

~~Subsidiaries~~Plan of Operation

AsOver ofthe ~~May~~next 1412 months, ~~2012~~ we dowill ~~not~~concentrate ~~have~~on ~~any~~the ~~subsidiaries~~following areas to grow our operations.

~~Intellectual~~· ~~Property~~Capital and Funding – Seek to obtain capital from all available sources to complete our land acquisition targets.

We· ~~have~~Building ~~not~~on ~~filed~~existing ~~for~~land ~~any protection of our trademarks for our corporate name. We own the copyright of our logo~~ and ~~all~~renting ofout ~~the~~as ~~contents of our website, www~~built.~~ocel.com. In~~ ~~addition,~~And weBuilding ~~own~~out the ~~patents~~entire ~~to the wave and wind energy technologies described above.~~project

~~Research~~· ~~and~~To ~~Development~~Acquire ~~Expenditures~~more land for development

We· ~~have~~To ~~not~~strengthen ~~spent any amounts on research and development activities since~~ our ~~inception. Our~~connections ~~planned~~to ~~expenditures~~local ~~for our operation~~ and ~~exploration~~statewide ~~programs~~organizations ~~are~~dedicated ~~summarized~~to ~~under~~heling ~~the section of this Annual Report entitled “Management Discussion~~ and ~~Analysis~~assisting ~~of Financial Condition and Results of Operations~~veterans.”

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~Compliance~~Use ~~with~~of ~~Government Regulation~~Estimates

~~Our~~The ~~current~~preparation ~~and~~of ~~future~~financial ~~operations~~statements ~~are~~in orconformity with ~~will~~generally beaccepted ~~subject~~accounting toprinciples ~~various~~requires ~~laws~~management ~~and~~to ~~regulations~~make inestimates ~~US,~~and ~~Europe~~assumptions ~~and~~that ~~other~~affect ~~countries~~the inreported ~~which~~amounts weof assets doand orliabilities ~~will~~and ~~conduct~~disclosure ~~our~~of ~~activities. These~~contingent ~~laws~~assets and ~~regulations~~liabilities ~~govern~~at the ~~protection~~date of the ~~environment,~~financial ~~conservation,~~statements ~~development,~~and ~~energy~~the ~~production,~~reported ~~taxes,~~amounts of ~~labor~~revenues ~~standards, occupational health, work safety, toxic substances, chemical products~~ and ~~materials,~~expenses ~~waste~~during ~~management, and other matters relating to~~ the ~~energy~~reporting ~~industry~~period. As Significant weestimates ~~further~~include ~~develop~~the ~~our~~estimated ~~business,~~useful welives ~~will~~of ~~likely~~property ~~experience~~and anequipment. Actual ~~increase~~results incould ~~government~~differ ~~oversight~~from ~~and~~those ~~associated costs~~estimates.

~~Permits,~~Concentrations ~~registrations or other authorizations will be required for the operation~~ of ~~our~~Credit planned energy production facilities. These permits, registrations or authorizations are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with these regulatory requirements, the provisions of required permits, registrations or other authorizations, and lease conditions, and violators are subject to civil and criminal penalties, including fines, injunctions or both. Failure to obtain or maintain a required permit may also result in the imposition of civil and criminal penalties. Third parties may have the right to sue to enforce compliance.Risk

WeThe ~~expect~~Company tomaintains beits ~~able~~cash toin ~~comply~~bank ~~with~~deposit accounts, ~~those~~the ~~laws~~balances ~~and~~of dowhich ~~not~~at ~~believe~~times ~~that~~may ~~compliance~~exceed ~~will~~federally ~~have~~insured ~~a material adverse effect on our competitive position~~limits. WeThe ~~have~~Company ~~obtained,~~continually ~~and~~monitors ~~intend~~its tobanking ~~obtain all licenses~~ relationships and ~~permits~~consequently ~~required~~has bynot ~~all~~experienced ~~applicable~~any ~~regulatory~~losses ~~agencies~~ in ~~connection~~its ~~with any of the operations we carry out and our future activities~~accounts. We ~~intend~~Management tobelieves ~~maintain standards of environmental compliance consistent with regulatory requirements. We have obtained, and will obtain at~~ the ~~appropriate~~Company ~~time,~~is ~~environmental permits, licenses or approvals required for our operations. We are~~ not ~~aware~~exposed ~~of any material violations of environmental permits, licenses or approvals issued with respect~~ to ~~our operations. At this time, we do not anticipate~~ any ~~material~~significant ~~capital~~credit risk ~~expenditures~~on ~~to comply with various environmental requirements~~cash.

USCash ~~Regulations~~Equivalents

~~Our~~The ~~operations~~Company ~~are~~considers all highly liquid investments with a maturity of three months or ~~will~~less bewhen ~~subject~~purchased to ~~various~~be ~~types~~cash equivalents. As of ~~regulation~~June at30, ~~the~~2021 ~~federal~~there is $2,000,000 ~~state~~in ~~and~~cash ~~local~~equivalent which ~~levels.~~is US Treasuries

~~Employees~~Accounts ~~and Consultants~~Receivable

AsManagement reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of ~~December~~the ~~31,~~accounts ~~2011~~receivable balances, wea ~~did~~review ~~not~~of ~~have~~significant ~~any~~past ~~full~~due ~~time~~accounts, oreconomic ~~part~~conditions, ~~time~~and ~~employees~~our historical write- off experience, net of recoveries. ~~Our~~ ~~Chief~~The ~~Executive~~Company ~~Officer~~includes ~~works~~any asaccounts areceivable ~~part~~balances ~~time~~that ~~consultant~~are indetermined ~~the~~to ~~areas~~be ofuncollectible, ~~business~~along ~~development~~with a ~~and~~general ~~management~~reserve, ~~contributing~~in ~~approximately~~its ~~25%~~allowance offor ~~his~~doubtful ~~time~~accounts. After all attempts to ~~us. We~~collect ~~currently~~a ~~engage~~receivable ~~independent~~have ~~contractors~~failed, inthe receivable is written off against the ~~areas~~allowance. ofThe ~~accounting,~~Company’s ~~geologist~~allowance ~~services,~~for ~~legal,~~doubtful ~~auditing~~accounts ~~services,~~was ~~investment~~$0 ~~banking~~and $0 as of June 30, 2021 and ~~corporate~~December ~~development~~31, 2020, respectively.

~~Employees~~Property and Equipment

WeProperty and ~~currently~~equipment doare ~~not~~carried ~~have~~at ~~any~~the ~~employees~~lower ~~other~~of ~~than~~cost ~~our~~or ~~sole~~net ~~officer~~realizable ~~who~~value. ~~devotes~~All ~~approximately~~property 20and ~~hours~~equipment ~~per~~with ~~week~~a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to ~~our~~expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

~~Research~~Fair ~~and~~Value ~~Development~~of ~~Expenditures~~Financial Instruments

WeThe ~~have~~Company ~~not~~follows ~~incurred~~paragraph ~~any~~825-10-50-10 ~~expenditure~~of the onFASB ~~research~~Accounting Standards Codification for disclosures about fair value of its financial instruments and ~~development~~paragraph ~~since~~820-10-35-37 ~~our~~of the ~~inception~~FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

~~Subsidiaries~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

WeLevel ~~currently~~2: doPricing ~~have~~inputs ~~any~~other ~~subsidiaries~~than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

~~Patent~~Level 3: Pricing inputs that are generally unobservable inputs and not ~~Trademarks~~corroborated by market data.

WeThe ~~acquired~~carrying ~~certain~~amount ~~wave~~of ~~energy~~the ~~technologies~~Company’s ~~developed~~financial assets byand ~~Hidroflot~~liabilities, ~~S.A. Specifically~~such weas ~~acquired a wave energy technology~~cash, ~~patented~~prepaid asexpenses ~~“half~~and ~~submerged~~accrued ~~power~~expenses ~~station~~approximate ~~for~~their ~~swell~~fair ~~energy~~value ~~extraction”~~because ~~PCT/IB2009/000230. We~~of ~~own~~ the ~~International~~short ~~Patent~~maturity of tothose ~~this~~instruments. The ~~technology,~~Company’s ~~which~~notes ~~has~~payable ~~been~~approximates ~~registered with~~ the ~~European~~fair ~~Patent~~value ~~Agency. This~~of ~~technology~~such ~~generates~~instruments ~~energy~~based byupon ~~the~~management’s best ~~movement~~estimate of ~~waves. Our~~interest ~~patented~~rates ~~wave~~that ~~platform~~would ~~has~~be 16available ~~“floaters”~~to ~~that~~the ~~move~~Company upfor ~~and~~similar ~~down~~financial ~~with~~arrangements ~~passing~~at ~~waves~~June 30, 2021.

We also acquired certain wind offshore wind energy technologies developed by Green & Blue Sustainable Technologies. A patented fiber sling transmission system connects the rotor shaft at the top to the generator at the base of the tower. The Nacelle and tower yaw control uses our patented mechanism under International Patent Number PCT /EP2012/054552.

~~Offices~~Revenue Recognition

~~Our~~Revenue ~~business~~is ~~office~~recognized when a customer obtains control of promised goods or services and is ~~located~~recognized atin ~~112~~an ~~North~~amount ~~Curry~~that ~~Street~~reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, ~~Carson~~the ~~City~~standard requires disclosure of the nature, ~~Nevada~~amount, ~~89703~~timing, and uncertainty of revenue and cash flows arising from contracts with customers. ~~Our~~ ~~telephone~~The ~~number~~amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (~~775~~i) identification ~~321-8216.~~of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

~~Legal~~The Company only applies the five-step model to contracts when ~~Proceedings~~it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

WeIncome ~~are not currently a party to any legal proceedings. Our address for service of process in Nevada is 112 North Curry Street, Carson City, Nevada 89703.~~taxes

~~Market~~The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for ~~Common~~the ~~Equity~~expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and ~~Related~~liabilities ~~Stockholder~~are based ~~Matters~~on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

~~There~~The isCompany aadopted ~~limited~~section ~~public~~740-10-25 ~~market~~of ~~for~~the ~~our~~FASB Accounting ~~common~~Standards ~~shares~~Codification (“Section 740-10-25”) with regards to uncertainty income taxes. ~~Our~~Section ~~common~~740-10-25 addresses ~~shares~~the ~~are~~determination ~~quoted~~of whether tax benefits claimed or expected to be claimed on ~~the~~a ~~OTC~~tax ~~Bulletin~~return ~~Board~~should ~~under~~be ~~the~~recorded ~~symbol~~in ~~“OCEL~~the financial statements.~~OB”. Trading~~ Under inSection ~~stocks~~740-10-25, ~~quoted~~the onCompany may recognize the ~~OTC~~tax ~~Bulletin~~benefit ~~Board~~from isan ~~often~~uncertain ~~thin~~tax ~~and~~position only if it is ~~characterized~~more likely than not that the tax position will be sustained on examination by ~~wide~~the ~~fluctuations~~taxing authorities, based on the technical merits of the position. The tax benefits recognized in ~~trading~~the ~~prices~~financial ~~due~~statements tofrom ~~many~~such ~~factors~~a ~~that~~position ~~may~~should be ~~unrelated~~measured tobased on the largest benefit that has a ~~company’s~~greater ~~operations~~than orfifty ~~business~~percent ~~prospects~~(50%) likelihood of being realized upon ultimate settlement. We ~~cannot~~Section ~~assure~~740-10-25 ~~you~~also ~~that~~provides ~~there~~guidance on ~~will~~de-recognition, beclassification, ainterest ~~market~~and penalties on income taxes, accounting in ~~the~~interim ~~future~~periods and requires increased disclosures. The Company had no material adjustments to its liabilities for ~~our~~unrecognized ~~common~~income ~~stock~~tax benefits according to the provisions of Section 740-10-25.

~~OTC~~Stock-based Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Compensation

The ~~following~~Company ~~table~~accounts ~~shows~~for equity-based transactions with nonemployees under the ~~high~~provisions ~~and~~of ~~low~~ASC ~~bid~~Topic ~~quotations~~No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of ~~our~~the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common ~~shares~~stock issued for payments to nonemployees is measured at the market price on the ~~OTC~~date ~~Bulletin~~of ~~Board~~grant. The ~~following~~fair ~~quotations~~value ~~reflect~~of ~~inter-dealer~~equity ~~prices~~instruments, ~~without~~other ~~retail~~than ~~mark-up~~common stock, ~~mark~~is estimated using the Black-~~down~~Scholes oroption ~~commission~~valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and ~~may~~amortize ~~not~~the ~~necessarily~~cost ~~represent~~over ~~actual~~the ~~transactions:~~term of the contract.

Period	High ($)		Low ($)
October 1, 2011 – December 31, 2011		-		-
July 1, 2011 – September 30, 2011		-		-
April 1, 2011 – June 30, 2011		-		-
January 1, 2011 – March 31, 2011		0.01		0.00
October 1, 2010 – December 31, 2010		-		-
July 1, 2010 – September 30, 2010		-		-
April 1, 2010 – June 30, 2010		2.00		0.01
January 1, 2010 – March 31, 2010		2.20		0.00

Stockholders of Our Common Shares

As of the date of this registration statement, we have 23 registered shareholders.

~~Rule~~The ~~144~~Company ~~Shares~~accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

~~The~~Net ~~SEC~~Income has recently adopted amendments to Rule 144 which became effective on March 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (iLoss) ~~such~~ ~~person~~per isCommon not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Share

~~Persons~~Net ~~who~~income ~~have~~(loss) ~~beneficially~~per ~~owned~~common ~~restricted~~share ~~shares~~is computed pursuant to section 260-10-45 of ~~our~~the ~~common~~FASB ~~stock~~Accounting ~~for~~Standards atCodification. Basic ~~least~~net ~~six~~income ~~months~~(loss) ~~but~~per ~~who~~common ~~are~~share ~~our~~is ~~affiliates~~computed by atdividing net income (loss) by the ~~time~~weighted average number of, orshares atof ~~any~~common ~~time~~stock outstanding during the ~~three~~period. Diluted ~~months~~net income ~~preceding~~(loss) per common share is computed by dividing net income (loss) by the ~~sale,~~weighted ~~are~~average ~~subject~~number toof ~~additional~~shares ~~restrictions. Such~~of ~~person~~common isstock ~~entitled~~and potentially tooutstanding ~~sell~~shares ~~within~~of ~~any~~common ~~three-month~~stock during the period. The ~~only~~weighted aaverage number of ~~securities~~common ~~that~~shares ~~does~~outstanding ~~not~~and ~~exceed~~potentially outstanding common shares assumes that the ~~greater~~Company incorporated as of ~~either~~the beginning of the ~~following:~~first period presented.

·The Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2021, and December 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

1%Recently ofIssued ~~the~~Accounting ~~total number of securities of the same class then outstanding, which will equal 54,200 shares as of the date of this prospectus; or~~Pronouncements

·Topic 606, Revenue from Contracts with Customers, of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The guidance in ASC 606 was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC 606. The Company is in the process of evaluating the impact of this accounting standard update.

On June 20, 2018, the ~~average~~Financial ~~weekly~~Accounting ~~trading~~Standards Board ~~volume~~(FASB) ofissued ~~such~~Accounting ~~securities~~Standards ~~during~~Update ~~the~~(ASU) ~~four~~2018-07, Compensation—Stock ~~calendar~~Compensation ~~weeks~~(Topic ~~preceding~~718): ~~the~~Improvements to ~~filing~~Nonemployee ofShare-Based aPayment ~~notice~~Accounting. onASU ~~Form 144~~2018-07 ~~with~~is ~~respect~~intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the ~~sale;~~new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.

~~provided~~In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in ~~each~~this ~~case~~update ~~that~~clarify wethe ~~are~~definition ~~subject~~of toa business with the ~~Exchange~~objective ~~Act~~of adding ~~periodic~~guidance ~~reporting~~to ~~requirements~~assist entities with evaluating whether transactions should be accounted for atas ~~least~~acquisitions ~~three~~or ~~months~~disposals ~~before~~of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the ~~sale~~effective date. The Company is in the process of evaluating the impact of this accounting standard update.

~~Such~~In ~~sales~~February ~~must~~2016, ~~also~~the ~~comply~~FASB ~~with~~issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the ~~manner~~balance ofsheet ~~sale~~and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 31, 2018 and ~~notice~~interim ~~provisions~~periods ofin ~~Rule 144~~fiscal years beginning after December 31, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update.

AsThe ofCompany has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the ~~date~~financial ofstatements ~~this~~unless ~~prospectus~~otherwise disclosed, ~~none~~and ofthe ~~our~~Company ~~shares~~does not believe that there are ~~eligible~~any ~~for~~other ~~resale~~new ~~pursuant~~accounting topronouncements ~~Rule~~that ~~144~~have been issued that might have a material impact on its financial position or results of operations.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

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

Dividends

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

we would not be able to pay our debts as they become due in the usual course of business; or

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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

~~Plan~~The offollowing ~~Operation~~table shows the balance sheet for the Company for the Q2 2021 report.

~~Our~~UMBRA ~~plan~~COMPANIES, ~~of operation for the next twelve months following the date of this prospectus is to build our business through the commercialization of our ocean energy extraction technologies~~INC.

WeBALANCE ~~expect to incur the following expenses in the next 12 months in connection with our business operations; depending on how much of the offering we are successful raising:~~SHEETS

·(audited)

Offering Capabilities

	June 30,			December 31,
	2021			2020
ASSETS
Current Assets:
Cash	$	2,000,000		$	30,689
Prepaid Expense		150,000			296,364
Account Receivables		155,000			–
Other Current Assets		119,044,995			–
Total Current Assets		121,349,995			327,053

Non-Current Assets:
Property Plant and Equipment		29,995			1,830
Investment in Real Estate		8,225,000			–
Intangible Asset		–			1,318,439
Long Term Investment		2,000,000			–
		10,254,995			1,320,269

Total Assets	$	131,604,990		$	1,647,322

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account Payable	$	4,200		$	80,942
Accrued expenses		70,806			445,550
Short Term Note		799,625			–
Due to Related Party		–			112,052
Total Current Liabilities		874,631			638,544

Non-Current Liabilities
Note Payables		16,800			–
Total Liabilities		891,431			–

Stockholders’ Equity:
Preferred stock Class A, $0.001 par value, 10,000,000 shares authorized,10,000,000 shares issued at 31/03/2021 5,000,000 shares authorized and 1,000,000 shares issued at 31/12/2020		10,000			1,000
Common stock, $0.001 par value, 2,899,434,677 shares authorized, 1,871,874,382 shares issued as 31/03/2021 250,000,000 shares authorized and 185,834,000 shares		–			–
Issued and outstanding at 31/12/2020.		1,871,874			185,834
Additional paid-in capital		128,846,727			8,288,258
Accumulated deficit		(15,042	)		(7,466,314	)

Total Stockholders' Equity		130,713,559			1,008,778

Total Liabilities and Stockholders' Equity	$	131,604,990		$	1,647,322

25% - Minimum level of equipment, personnel, and startup costs. Research and development maintains existing technological competitiveness. One or two small pilot installations.

50% - Increased leased equipment, professional services, and sales and marketing personnel. Research and development of technological advancements. Larger and additional pilot installations with sea trials.

75% - Full complement of purchased and leased equipment. Additional sales and marketing personnel for increased global market penetration. Research and development of new technologies and increased wave and wind energy extraction plant capacities.

100% - Full complement of purchased and leased equipment, sales and marketing personnel increased to maximize global market penetration. Research and development includes improved wave and wind energy extraction technologies, new technologies, new products and larger pilot installations with longer sea trials.

Capital Expenditures

25% - Legal services, patent filings, computers, and minimum pilot and sea trial equipment purchases.

50% - All the above plus: Sales collateral, copywriting and printing. Minimum pre-launch website capability, and additional equipment for pilot platforms and sea trials.

75% - All the above plus: Increased website functionality, additional equipment for multiple, interconnected wave and wind platforms. Research and development equipment for new technology development.

100% - All the above plus: full complement of wave and wind pilot platforms and farms with undersea cable to power grid substations. Development and test equipment for second generation wave and wind products.

Research and Development

25% - One Energy Engineer

50% - All the above plus: Additional outsourced research and development consulting services.

75% - All the above plus: Second Energy Engineer

100% - All the above plus: A third Energy Engineer. Multiple outsourced research and development engineering resources, and independent laboratory testing.

Marketing and Sales

25% - One Marketing Analyst and one internal, commission based, direct Sales Representative.

50% - All the above plus: A second Marketing Analyst and a second internal direct Sales Representative. Support for outside Sales Representatives.

75% - All the above plus: A third internal direct Sales Representative, additional outside Sales Representatives and support for Distributors (firms with multiple Sales Representatives). Trade show attendance and traditional media advertising.

100% - All the above plus: Additional outside Sales Representatives and Distributors in additional geographic locations. Online advertising and Public Relations. Website expanded to include client projects and Sales Representative collaboration.

General and Administrative

25% - A Chief Executive Officer and a Controller. Minimal office and assembly facilities

50% - All the above plus: An Executive Assistant and Office Manager. Additional office facilities.

75% - All the above plus: A Chief Operating Officer / General Manager. Internal accounting and bookkeeping. Additional assembly facilities. Additional insurance and auditing expenses.

100% - All the above plus: Additional office facilities, the full complement of assembly and test facilities. Additional and wider patent protection, legal fees, maintenance, etc.

Working Capital

16% of the Offering Proceeds (of any amount raised) is reserved for bridging work-in-process contracts, progress-billing variances, managing accounts receivable and accounts payable variations due to delayed collections, avoiding short term debts, and managing inventory.

Currently our monthly burn rate is approximately $6,100. However, this number is not an accurate reflection of our actual monthly cash requirement, as it will likely to be much higher once we commence operations. Currently we have enough cash on hands to sustain our operations for approximately 48 months.

We do not have sufficient cash and cash equivalents to execute our operations and will need to obtain additional financing to operate our business for the next six months. Additional financing, whether through public or private equity or debt financing, arrangements with security holders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.

~~Results~~UMBRA ~~of Operations for the Year ended December 31~~COMPANIES, ~~2011 and from the period from January 10, 2006 (Date of Inception) to December 31, 2011~~ INC.

~~Revenues~~STATEMENTS OF OPERATIONS

~~We did no earn any revenues during the year ended December 31, 2011 and have earned limited revenues of $4,000 from the period from January 10, 2006 to December 31, 2011.~~ (Audited)

Expenses

	For the Three Months Ended June 30, 2021			For the Three Months Ended June 30, 2020			For the Six Months Ended June 30, 2021			For the Six Months Ended June 30, 2020
Revenue	$	–		$	–		$	–		$	–
Cost of revenue		–			–			–			–
Gross Margin		–			–			–			–

Other Income		–			–			–			–

General and Admin Expense		2,500			10,615			5,000			21,230
Loss Before Tax		2,500			10,615			5,000			21,230

Taxation		–			–			–			–
Loss from operation		(2,500	)		10,615			(5,000	)		–

Other:		–			–			–			–

Interest Expense		5,186			–			10,042			21,230
		5,186			–			10,042			21,230

Net Loss	$	(7,686	)	$	(10,615	)	$	(15,042	)	$	(21,230	)
Income per share	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average shares outstanding		1,881,874,382			185,834,000			1,881,874,382			185,834,000

We have incurred total operating expenses of $86,958 during the year ended December 31, 2011 and total operating expenses of $264,109 from the period from January 10, 2006 to December 31, 2011. The expenses for the year ended December 31, 2011 were comprised of amortization of $50,260 and general and administrative expenses of $36,698.

From inception on January 10, 2006 to December 31, 2011 our expenses were comprised of amortization of $50,260 and general and administrative expenses of $213,849.

Liquidity and Capital Resources

As at December 31, 2011, we had cash reserves of $297,233 and working capital deficit of $127,684.

Cash Used in Operating Activities

Cash used in operating activities was $73,187 for the year ended December 31, 2011.

Cash from Financing Activities

Net cash received from financing activities was $370,420 for the year ended December 31, 2011.

Results of Operations for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 and from inception to March 31, 2012.

Revenues

We did no earn any revenues during the year ended March 31, 2012 and have earned limited revenues of $4,000 from the period from January 10, 2006 to March 31, 2012.

Expenses

Our total operating expenses increased from $5,100 to $1,647,928 for the three months ended March 31, 2012 compared to the same period in 2011. This increase in expenses is mostly due to higher management fees and amortization. Since our inception on January 10, 2006 to March 31, 2012, we have incurred total operating expenses of $1,908,037

Liquidity and Capital Resources

As of March 31, 2012, we had cash and cash equivalents of $651,748 and a working capital surplus of $206,659. As of March 31, 2012 our accumulated deficit was $1,982,942. For the three months ended March 31, 2012 our net loss was $1,675,189 compared to a net loss $5,100 during the same period in 2011. This increase was due to an increase in management fees and amortization.

Cash Used in Operating Activities

We used net cash of $24,445 in operating activities for the three months ended March 31, 2012 compared to using net cash of $nil in operating activities for the same period in 2011. From our inception on January 10, 2006 to March 31, 2012 we have used cash of $251,829 in operating activities.

Cash from Financing Activities

We received net cash of $378,960 from financing activities for the three months ended March 31, 2012 compared to $nil in financing operating activities for the same period in 2011. From our inception on January 10, 2006 to March 31, 2012 we have received net cash of $903,577 in financing activities.

~~Changes~~The Infollowing ~~and~~table ~~Disagreements~~shows ~~with~~the ~~Accountants~~keys components of the results of operations during the years ended December 31, 2020 and 2019:

WeUMBRA ~~have had no changes in or disagreements with our accountants.~~ COMPANIES

~~Available~~STATEMENTS ~~Information~~OF OPERATIONS

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

	For the Years Ended December 31,
	2020			2019
Sales	$	–		$	–
Cost of Sales		–			–
Gross margin		–			–

Operating expenses:
Professional Fee		39,460			38,482
Consulting		–			20,000
Other expense		3000			–
Total Operating Expenses		42,460			58,482

Loss from operations		(42,460	)		(58,482	)
Other expense:
Interest expense		–			–
Total other expense		–			–

Loss before income taxes		(42,460	)		(58,482	)

Provision for income taxes		–			–

Net Loss	$	(42,460	)	$	(58,482	)

Loss per Share, basic & diluted	$	(0.00	)	$	(0.00
Weighted Average Shares Outstanding, basic & diluted		–			–

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and directors and their ages as of the date of this prospectus is as follows:

Name of Director

Age

Ricardo Prats

Executive Officer:

Name of Officer

Age

Office_____________________

Ricardo Prats

President, Chief Executive Officer, Secretary,

Treasurer, Chief Financial Officer, Principal Accounting Officer

Biographical information

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

Ricardo Prats, Director and President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

Since December 21, 2011, Ricardo Prats has been our president, chief executive officer, secretary, chief financial officer, principal accounting officer and a member of the board of directors. From May 2005 to present, Mr. Prats has been the owner and Chief Executive Officer of Hidroflot, S.A., a private company involved in wave renewables energies. Mr. Prats also created and funded Asturflot, S.A. in 2008 and Ocean Electric de Cantabria, S.L. in 2009. Both of these companies are subsidiaries of Hidroflot devoted to marine renewables energy production in the north coast of Spain. In 2010, Mr. Prats, founded and is the sole shareholder of Green & Blue Sustainable Technologies, a private company whose aim was to develop a new wind energy turbine concept. In 2011, Mr. Prats founded and is the sole shareholder of Green & Drive Electric, a private company who is devoted to the commercialization of electric vehicles for sustainable mobility.

Mr. Prats has received numerous awards throughout his illustrious career. In 2008 Mr. Prats received the Excellence in Entrepreneurship Award in Energy in the Keiretsu Forum organized jointly with the Chamber of Commerce in Barcelona and California Chamber of Commerce. In addition, Mr. Prats has received honorable mention in the VI International Congress of Engineering projects in Barcelona, Spain and a silver medal in Salon des Inventions de Genève in 2003.

~~Independent~~BENEFICIAL ~~Directors~~OWNERSHIP OF SECURITIES

The ~~rules~~following oftable sets forth information regarding the ~~SEC~~beneficial ~~require~~ownership ~~that~~of weour common stock as of September 24, ~~because~~2021 weas ~~are~~to ~~not~~(i) each ~~listed~~person onwho ~~any~~is ~~national~~known ~~securities~~by ~~exchange,~~us ~~choose~~to aown ~~definition~~beneficially more than 5% of ~~director~~our ~~“independence”~~outstanding ~~for~~common ~~purposes~~stock, (ii) each of ~~determining~~the ~~which~~executive officers and other persons named in the Summary Compensation Table, (iii) each director and nominee for director, and (iv) all directors ~~are~~and ~~independent~~executive officers as a group. We ~~have~~Except ~~chosen~~as otherwise indicated in the footnotes, all information with respect to ~~follow~~share ownership and voting and investment power has been furnished to us by the ~~definition~~persons oflisted. ~~independence~~Except as ~~determined~~otherwise byindicated in the ~~Marketplace~~footnotes, ~~Rules~~each ofperson ~~The~~listed ~~Nasdaq~~has ~~National~~sole ~~Market~~voting ~~(“NASDAQ”). Pursuant~~power with respect to ~~NASDAQ’s~~the ~~definition~~shares shown as beneficially owned. Unless otherwise indicated, wethe doaddress ~~not~~of ~~have~~each ~~any~~listed ~~independent~~shareholder ~~directors~~is c/o UMBRA COMPANIES Inc., 1999 Ave of the stars, Century City CA 90067

Term of Office

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class (2)
5% Holders
Umbra Companies, Inc.		1,557,544,659		51.92%
Panthera Capital Holdings, LLC(3)		300,000,000		10.00%
European Chamber of Commerce for Investment Banks & Trusts		300,000,000		10.00%
A.M.E.N. Inc.		300,000,000		10.00%
Directors and Officers
All directors and executive officers as a group (2 persons)		0		0.00%

~~Our~~(1) ~~officers~~Except as indicated in the footnotes to this table and ~~our~~pursuant ~~directors~~to ~~are~~applicable ~~appointed~~community ~~for~~property alaws, ~~one-year~~the ~~term~~persons named in the table have sole voting and investment power with respect to ~~hold~~all ~~office~~shares ~~until~~of common stock owned by such person. The number of shares beneficially owned includes common stock that such individual has the ~~next~~right ~~annual~~to ~~general~~acquire ~~meeting~~as of ~~our~~September ~~shareholders~~24, 2021 or ~~until~~within ~~removed~~60 ~~from~~days ~~office~~thereafter, inincluding ~~accordance~~through ~~with~~the ~~our~~exercise ~~bylaws.~~of stock options.

~~Significant~~(2) ~~Employees~~Percentage of beneficial ownership is based upon 2,899,434,677 shares of common stock outstanding as of September 24, 2021. For each named person, this percentage includes common stock that the person has the right to acquire either currently or within 60 days of September 24, 2021, including through the exercise of an option; however, such common stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.

~~There~~(3) ~~are~~Mr. noWilliam ~~persons~~Pitre ~~other~~has ~~than~~voting ~~our officers~~ and ~~directors~~dispositive ~~above~~control ~~are~~over ~~expected~~securities held by usPanthera toCapital ~~make~~Holdings, aLLC. ~~significant~~Panthera ~~contribution~~Capital toHoldings, ~~our~~LLC ~~business~~holds the controlling interest of Umbra Holdings, LLC.

~~Executive~~Changes ~~Compensation~~in Control

~~Summary~~There ~~Compensation~~are ~~Table~~no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

The table below summarizes all compensation awarded to, earned by or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our inception on January 10, 2006 to December 31, 2011(our fiscal year end).

SUMMARY COMPENSATION TABLE
NameandPrincipalPosition	Year	Salary FY 2010($)	Bonus($)	StockAwards($)(1)	OptionAwards($)(1)	Non-EquityIncentivePlanCompensation($)	Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)	AllOtherCompens-ation($)	Total($)
Ricardo Prats, President, CEO, Secretary, Treasurer, CFO, Principal Accounting Officer and Director	2011	None	None	None	None	None	None	None	None
	2010	None	None	None	None	None	None	None	None

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Employment Agreements

We do not have any employment agreements.

~~Security~~DESCRIPTION ~~Ownership~~OF ~~of Certain Beneficial Owners and Management~~CAPITAL STOCK

~~The~~We ~~following~~have ~~tables~~authorized ~~set~~capital stock ~~forth~~consisting ~~the~~of ~~ownership~~2,899,434,677 asshares of ~~the date of this Prospectus, of our~~ common stock, bypar ~~each~~value ~~person~~$0.0001 ~~known~~per byshare. usAs toof beSeptember ~~the~~24, ~~beneficial~~2021, ~~owner~~we ofhad ~~more~~2,899,434,677 shares ~~than 5%~~ of ~~our outstanding~~ common stock, ~~our~~issued ~~directors,~~ and ~~our~~outstanding ~~executive officers~~ and ~~directors~~no asshares ~~a group. To the best~~ of ~~our~~preferred ~~knowledge,~~stock ~~the~~issued ~~persons named have sole voting~~ and ~~investment power with respect to such shares, except as otherwise noted~~outstanding. ~~There are not any pending or anticipated arrangements that may cause a change in control.~~

~~The~~Common information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The mailing address for all persons is 112 North Curry Street, Carson City, Nevada 89703. Stock

Shareholders	Number of Shares	Percentage
Ricardo Prats (1)	45,000,000	80.6%
All directors and executive officers as a group [1 person]	45,000,000	80.6%
Francisco Quiros Krum (2)	3,500,000	6.3%
Zenith Equity Group Ltd.	5,900,000	10.6%

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

~~(1)~~Options and Restricted Stock

~~Ricardo~~As ~~Prats~~of isSeptember ~~our~~24, ~~sole officer and director. Mr. Prats’s beneficial ownership includes 25~~2021,~~000,000~~ other ~~shares~~than ~~held~~the bysecurities ~~Green~~described ~~& Blue Sustainable Technologies~~above, awe ~~company~~do ~~which~~not ~~Mr.~~have ~~Prats~~any ~~has~~outstanding ~~voting~~options ~~and~~or ~~investment~~restricted ~~control over~~stock.

~~(2)~~Other Convertible Securities

~~Francisco~~As ~~Quiros~~of ~~Krum~~September is24, ~~our~~2021, other ~~former~~than ~~President~~the ~~and~~securities ~~Director~~described above, we do not have any outstanding convertible securities.

~~This~~Securities ~~table~~Authorized for isIssuance ~~based~~under ~~upon~~Equity ~~information~~Compensation derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 55,800,000 shares of common stock outstanding as of May 14, 2012. Plans

~~Certain~~On ~~Relationships~~September 25, 2012, our shareholders approved the Company’s 2012 Omnibus Securities and ~~Related~~Incentive ~~Transactions~~Plan (the “2012 Plan”). The 2012 Plan provides for the grant of awards which are distribution equivalent rights, incentive stock options, non-qualified stock options, performance shares, performance units, restricted shares of common stock, restricted stock units, stock appreciation rights (“SARs”), tandem stock appreciation rights, unrestricted shares of common stock or any combination of the foregoing, to key management employees and nonemployee directors of, and nonemployee consultants of, the Company or any of its subsidiaries (each a “participant”). We have reserved a total of 1,000,000 shares of common stock for issuance as or under awards to be made under the 2012 Plan. The number of shares of common stock for which awards which are options or SARs may be granted to a participant under the 2012 Plan during any calendar year is limited to 500,000.

AsThe atfollowing ~~March~~table ~~31,~~summarizes ~~2012,~~information wewith respect ~~owed~~to ~~$15,796~~shares ~~(2011~~of -the ~~$15,796)~~Company’s tocommon ~~our~~stock ~~former~~that ~~President. The~~may ~~amounts~~be ~~were~~issued ~~used~~under tothe ~~fund~~Company’s ~~operations. The~~existing ~~amounts~~equity ~~owing~~compensation ~~are~~plans as ~~unsecured,~~of ~~non-interest~~December ~~bearing~~31, ~~and due on demand.~~ 2020

On October 3, 2011, we purchased the rights to a wave energy technology from Hidroflot, S.A., a company which our President has voting and investing control over, for $1,400,000.

Plan Category

Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))

Equity compensation plans approved by security holders

–

1,000,000

Total

–

1,000,000

OnMarket ~~December 13, 2011, we purchased the rights to an off-shore wind energy technology from Green & Blue Sustainable Technologies, a company solely owned by our President,~~ for ~~25,000,000~~Common ~~common~~Equity ~~shares~~and ~~with~~Related ~~a fair value of $5,750,000.~~Stockholder Matters

~~Except~~As ~~as disclosed above, none~~ of the ~~following parties has, since our~~ date of ~~incorporation~~this prospectus, ~~had~~our ~~any~~common stocks ~~material~~are ~~interest,~~traded ~~direct~~on orthe ~~indirect,~~OTCl inMarket ~~any~~under ~~transaction~~the ~~with~~symbol us“UCIX”. orOn inSeptember ~~any~~24, ~~presently~~2021, ~~proposed~~the ~~transaction~~closing ~~that~~sale ~~has~~prices orof ~~will~~our ~~materially~~common stocks ~~affect~~was ~~us:~~ $5.00.

Any of our directors or officers;

Any person proposed as a nominee for election as a director;

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

Our sole promoter, Ricardo Prats;

Any relative or spouse of any of the foregoing persons who has the same house as such person;

Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

We do not have a formal written policy for review and approval of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board members are responsible for review, approval and ratification of “related-person transactions” between us and any related person. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing.

Disclosure of Commission Position of Indemnification forSecurities Act Liabilities

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

~~Financial~~SELLING ~~Statements~~ STOCKHOLDER

~~INDEX~~This TOprospectus ~~FINANCIAL~~covers ~~STATEMENTS~~offers and sales of up to 2,899,434,677 shares of our common stock which may be offered from time to time by the selling stockholder identified in this prospectus.

	Index
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2011 and 2010	F-2
Consolidated Statements of Operations for the years ended December 31, 2011 and 2010, and for the period from January 10, 2006 (Date of Inception) to December 31, 2011	F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the period from January 10, 2006 (Date of Inception) to December 31, 2011	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, and for the period from January 10, 2006 (Date of Inception) to December 31, 2011	F-5
Notes to Consolidated Financial Statements	F-6

The table below identifies each selling stockholder and shows the number of shares of common stock beneficially owned by the selling stockholder before and after this offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily mean that each such selling stockholder will sell all or any of its shares of common stock. We assume that all shares covered by this prospectus will be sold by each such selling stockholder and that no additional shares of common stock will be bought or sold by the selling stockholder. No estimate can be given as to the number of shares that will be held by each such selling stockholder after completion of this offering because each such selling stockholder may offer some or all of the shares and, to our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares.

The following table sets forth the name of each selling stockholder, and, if applicable, the nature of any position, office, or other material relationship which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of our common stock beneficially owned by such stockholder before the offering, the amount being offered for the stockholder’s account, and the amount to be owned by such stockholder after completion of the offering.

Unless otherwise indicated in the footnotes below, no selling stockholder has any material relationship with us or any of our affiliates within the past three years other than as a security holder.

The table below (i) lists the Selling Stockholder and other information regarding the beneficial ownership (as determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act) of our Common Stock by the Selling Stockholder; (ii) has been prepared based upon information furnished to us by the Selling Stockholder; and (iii) to our knowledge, is accurate as of the date of this prospectus. The Selling Stockholder may sell all, some or none of its securities in this offering. The Selling Stockholder identified in the table below may have sold, transferred or otherwise disposed of some or all of its securities since the date of this prospectus in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly as required.

Name of Selling Stockholder	Number of shares of Common Stocks Owned Prior to This Offering⁽¹⁾		Maximum Number of Common Stocks to be Sold⁽²⁾		Number of Ordinary Shares Owned after This Offering⁽¹⁾⁽²⁾		^{Percentage Ownership After This Offering (%)(1)(2)}
Umbra Holdings, Inc.		1,557,533,367		1,557,533,367		1,557,533,367		51.92%
Panthera Capital Holdings, LLC		329,000,000		329,000,000		329,000,000		10.00%
A.M.E.N. Inc.		300,000,000		300,000,000		300,000,000		10.00%
European Chamber of Commerce for Investment Banks & Trusts		300,000,000		300,000,000		300,000,000		10.00%
Royal Bank & Private Trust		107,890,018		107,890,017		107,890,017		3.60%
Panthera Capital Holdings B.V.		100,000,000		100,000,000		100,000,000		3.33%
Commercial Investments Bank and Capital Trust		75,000,000		75,000,000		75,000,000		2.50%
Swiss International Investment Trust A.G.		75,000,000		75,000,000		75,000,000		2.50%
Libra Advisors AG		50,000,000		50,000,000		50,000,000		1.67%
BKI, Inc.		5,000,000		5,000,000		5,000,000		0.17%

(1)

The amounts reported by such Selling Stockholder are as of date of this prospectus, with percentages based on 2,899,434,677 shares of common stocks outstanding. Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire.

(2)

Assumes that (i) all of the securities registered by the registration statement of which this prospectus is a part are sold in this offering; (ii) the Selling Stockholder does not (a) sell any of the common stock, if any, that have been issued to them other than those covered by this prospectus, and (b) acquire additional common stock after the date of this prospectus and prior to the completion of this offering.

~~REPORT~~PLAN OF ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~DISTRIBUTION

ToThe ~~the~~Selling ~~Board~~Stockholder and any of ~~Directors~~his/her/their pledgees, donees, assignees and ~~Stockholders~~successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when disposing of shares:

~~Ocean~~· ~~Electric~~ordinary ~~Inc~~brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resales by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any of these methods of sale; and · any other method permitted pursuant to applicable law.

WeThe ~~have~~shares ~~audited~~may ~~the~~also ~~accompanying~~be ~~balance~~sold ~~sheets~~under ofRule ~~Ocean~~144 ~~Electric~~under the ~~Inc.~~Securities (AAct ~~Development~~of ~~Stage~~1933, ~~“Company”)~~ as ~~of December 31~~amended, ~~1011~~if ~~and~~available ~~2010~~for ~~and~~a ~~the~~selling ~~related statements of operations~~stockholder, ~~changes~~rather inthan ~~shareholders’~~under ~~equity~~this ~~and~~prospectus. ~~cash~~The ~~flows~~Selling ~~for~~Stockholder have the ~~years~~sole ~~then ended December 31, 2011~~ and ~~2010,~~absolute ~~and~~discretion ~~for~~not ~~the~~to ~~period~~accept ~~from~~any ~~January~~purchase ~~10,~~offer ~~2006~~or ~~(inception)~~make toany ~~December~~sale ~~31,~~of ~~2011. These~~shares ~~financial~~if ~~statements~~they ~~are~~deem the ~~responsibility~~purchase ofprice ~~the Company’s management. Our responsibility is~~ to ~~express~~be unsatisfactory anat ~~opinion~~any onparticular ~~these financial statements based on our audits~~time.

WeThe ~~conducted~~Selling ~~our~~Stockholder ~~audits~~may inpledge ~~accordance~~his/her/their shares ~~with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain~~his/her/their ~~reasonable~~brokers ~~assurance~~under ~~about whether~~ the ~~financial~~margin ~~statements~~provisions ~~are free~~ of ~~material~~customer ~~misstatement~~agreements. An ~~audit~~If ~~includes~~a ~~examining,~~selling stockholder defaults on a ~~test~~margin ~~basis~~loan, ~~evidence supporting~~ the ~~amounts~~broker ~~and~~may, ~~disclosures~~from intime ~~the~~to ~~financial~~time, ~~statements. An~~offer ~~audit also includes assessing the accounting principles used~~ and ~~significant~~sell ~~estimates made by management, as well as evaluating~~ the ~~overall~~pledged ~~financial statement presentation~~shares. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InBroker-dealers ~~our~~engaged ~~opinion,~~by the ~~financial~~Selling ~~statements~~Shareholder may ~~referred~~arrange tofor ~~above~~other ~~present~~brokers-dealers ~~fairly,~~to participate in ~~all~~sales. ~~material~~Broker-dealers ~~respects,~~may receive commissions or discounts from the ~~financial~~selling ~~position~~shareholder (or, ofif ~~Ocean~~any ~~Electric~~broker-dealer ~~Inc.~~acts as agent for the purchaser of ~~December~~securities, 31from the purchaser) in amounts to be negotiated, ~~2011~~but, ~~and~~except as ~~2010~~set forth in a supplement to this Prospectus, ~~and~~in the ~~result~~case of ~~its~~an ~~operations~~agency ~~and~~transaction ~~its~~not ~~cash~~in ~~flows~~excess ~~for~~of ~~the~~a ~~years~~customary ~~then~~brokerage ~~ended~~commission in ~~December~~compliance ~~31,~~with ~~1011~~FINRA ~~and~~Rule ~~2010~~2121; and ~~for~~in the ~~period~~case ~~from~~of ~~January~~a ~~10,~~principal ~~2006~~transaction ~~(inception)~~a tomarkup ~~December~~or ~~31,~~markdown ~~2011~~ in ~~conformity~~compliance with ~~U.S.~~FINRA ~~generally~~Rule ~~accepted accounting principles~~2121.

~~The~~In ~~financial~~connection ~~statements~~with ~~have~~the ~~been~~sale ~~prepared~~of ~~assuming~~the ~~that~~securities or interests therein, the ~~Company~~Selling ~~will~~Stockholder ~~continue~~may asenter ainto ~~going~~hedging ~~concern. As~~transactions ~~discussed~~with broker-dealers or other financial institutions, which may in ~~Note~~turn 1engage toin short sales of the ~~financial~~securities ~~statements,~~in the ~~Company’s~~course ~~losses~~of ~~from~~hedging ~~operations~~the ~~raise~~positions ~~substantial~~they ~~doubt~~assume. ~~about~~The Selling Stockholder may also sell securities short and deliver these securities to close out its ~~ability~~short positions, or loan or pledge the securities to ~~continue~~broker-dealers that asin aturn ~~going~~may ~~concern~~sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial ~~statements~~institutions door ~~not~~create ~~include~~one ~~any~~or ~~adjustments~~more ~~that~~derivative ~~might~~securities ~~result~~which ~~from~~require the ~~outcome~~delivery to such broker-dealer or other financial institution of securities offered by this ~~uncertainty~~prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

~~/s/PLS CPA~~26

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

~~PLS~~The ~~CPA~~Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the selling shareholder against certain losses, Aclaims, ~~Professional~~damages ~~Corp~~and liabilities, including liabilities under the Securities Act.

~~April~~This 5registration statement is effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act, ~~2012~~without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~San~~Under ~~Diego~~applicable rules and regulations under the Exchange Act, CAany person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In ~~92111~~addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholder or any other person. Copies of this registration statement will be available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

~~F-1~~27

~~OCEAN ELECTRIC INC.~~EXPERTS

~~(formerly~~The ~~known~~consolidated financial statements of UMBRA COMPANIES Inc., as ~~Gold~~of ~~Holding~~and ~~Corp~~for the years ended December 31, 2019 and 2020, appearing in this prospectus and registration statement have been audited by Olayinka Oyebola & Co.), an independent registered public accounting firm, as set forth in their reports appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as an expert in accounting and auditing.

~~(A Development Stage Company)~~28

~~Balance~~INDEX ~~Sheets~~TO FINANCIAL STATEMENTS

(Expressed in US dollars)

Report Of Independent Registered Public Accounting Firms	F-3
Consolidated Balance Sheets as of June 30, 2021	F-4
Consolidated Statements of Income and Comprehensive Income (Loss) for the Period Ended June 30, 2021	F-5
Consolidated Statements of Stockholders’ Equity for the Period Ended June 30, 2021	F-6
Consolidated Statements of Cash Flows for the Period Ended June 30, 2021	F-7
Notes to Consolidated Financial Statements	F-8

	December 31, 2011 $	December 31, 2010 $
Report Of Independent Registered Public Accounting Firms	F-13
ASSETS
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-14
Current Assets
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019	F-15
Cash	297,233	–
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019	F-16
Prepaid expenses	2,498	–
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019	F-17
Total current assets	299,731
Notes to Consolidated Financial Statements	F-18
Other Assets
Intangible assets, net	6,917,978	–
Total Other Assets	6,917,978	–
Total Assets	7,217,709	–
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	2,943	7,570
Loan payable to related party	15,796	29,606
Current portion of long-term debt (Note 4)	408,676	–
Total Current Liabilities	427,415	37,176
Long- Term Liabilities
Long-term debt, net of current portion (Note 4)	714,186	–
Total long-term liabilities	714,186	–
Total Liabilities	1,141,601	37,176
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
Authorized: 5,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares	–	–
Common Stock
Authorized: 70,000,000 common shares with a par value of $0.001 per share	34,400	4,900
Issued and outstanding: 34,400,000 and 4,900,000 common shares
Additional Paid-In Capital	6,349,461	149,055
Accumulated Deficit during the Development Stage	(307,753)	(191,131)
Total Stockholders’ Equity (Deficit)	6,076,108	(37,176)
Total Liabilities and Stockholders’ Equity (Deficit)	7,217,709	–

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

F-2

~~OCEAN~~Report ~~ELECTRIC~~of ~~INC.~~Independent Registered Public Accounting Firm

~~(formerly~~To ~~known~~the asshareholders ~~Gold~~and ~~Holding~~the ~~Corp~~board of directors of Umbra Companies, Inc.)

~~(A Development Stage Company)~~Introduction

~~Statements~~We have reviewed the consolidated balance sheets of ~~Operations~~Umbra Companies, Inc. (the "Company") as of June 30, 2021, the related statements of operations, changes in shareholders' equity and cash flows, for the three-month period then ended, and a summary of the significant accounting policies and other explanatory notes. Management is responsible for the preparation and fair presentation of this interim financial information in accordance with U.S. generally accepted accounting principles.

~~(Expressed~~Scope inof USReview ~~dollars)~~

	For the year ended December 31, 2011 $	For the year ended December 31, 2010 $	Accumulated from January 10, 2006 (Date of Inception) to December 31, 2011 $
Revenues	–	–	4,000
Operating Expenses
Amortization	50,260	–	50,260
General and administrative	36,698	13,610	213,849
Total Operating Expenses	86,958	13,610	264,109
(Loss) From Operations	(86,958)	(13,610)	(264,109)
Other Income (Expense)
Interest expense	(29,664)	–	(29,664)
Other expense	–	–	(17,980)
Total Other Income (Loss)	(29,664)	–	(47,644)
Net Loss	(116,622)	(13,610)	(307,753)
Net Loss per Share – Basic and Diluted	(0.02)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	5,680,274	4,900,000

We conducted our review in accordance with International Standard on Review Engagement 2410, Review of Interim Financial Information performed by the Independent Auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial information does not give a true and fair view of the financial position of the entity as of June 30, 2021, and of its financial performance and its cashflow for the three-month period then ended in accordance with U.S. generally accepted accounting principles.

/s/ OLAYINKA OYEBOLA & CO.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company's auditor since December 2019.

September 14^th, 2021.

F-3

~~OCEAN~~UMBRA ~~ELECTRIC~~COMPANIES, INC. BALANCE SHEETS (audited)

(formerly known as Gold Holding Corp.)


	June 30,			December 31,
	2021			2020
ASSETS
Current Assets:
Cash	$	2,000,000		$	30,689
Prepaid Expense		150,000			296,364
Account Receivables		155,000			–
Other Current Assets		119,044,995			–
Total Current Assets		121,349,995			327,053

Non-Current Assets:
Property Plant and Equipment		29,995			1,830
Investment in Real Estate		8,225,000			–
Intangible Asset		–			1,318,439
Long Term Investment		2,000,000			–
		10,254,995			1,320,269

Total Assets	$	131,604,990		$	1,647,322

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account Payable	$	4,200		$	80,942
Accrued expenses		70,806			445,550
Short Term Note		799,625			–
Due to Related Party		–			112,052
Total Current Liabilities		874,631			638,544

Non-Current Liabilities
Note Payables		16,800			–
Total Liabilities		891,431			–

Stockholders’ Equity:
Preferred stock Class A, $0.001 par value, 10,000,000 shares authorized,10,000,000 shares issued at 31/03/2021 5,000,000 shares authorized and 1,000,000 shares issued at 31/12/2020		10,000			1,000
Common stock, $0.001 par value, 2,899,434,677 shares authorized, 1,871,874,382 shares issued as 31/03/2021 250,000,000 shares authorized and 185,834,000 shares Issued and outstanding at 31/12/2020.		1,871,874			185,834
Additional paid-in capital		128,846,727			8,288,258
Accumulated deficit		(15,042	)		(7,466,314	)

Total Stockholders' Equity		130,713,559			1,008,778

Total Liabilities and Stockholders' Equity	$	131,604,990		$	1,647,322

(AThe ~~Development~~accompanying ~~Stage~~notes ~~Company)~~are an integral part of these financial statements.

Statement of Stockholders’ Equity (Deficit)

From January 10, 2006 (Date of Inception) to December 31, 2011

(Expressed in US dollars)

			Additional
	Common Stock		Paid-In	Accumulated
	Shares	Par Value	Capital	Deficit	Total
	#	$	$	$	$
Balance – January 10, 2006 (Date of Inception)	–	–	–	–	–
Common stock issued for cash at $0.03 per share	3,800,000	3,800	95,155	–	98,955
Common stock issued for cash at $0.05 per share	1,100,000	1,100,	53,900	–	55,000
Net loss for the period	–	–	–	(96,645)	(96,645)
	–	–
Balance – December 31, 2006	4,900,000	4,900	149,055	(96,645)	57,310
Net loss for the year	–	–	–	(34,639)	(34,639)
	–	–
Balance – December 31, 2007	4,900,000	4,900	149,055	(131,284)	22,671
Net loss for the year	–	–	–	(34,127)	(34,127)
	–	–
Balance – December 31, 2008	4,900,000	4,900	149,055	(165,411)	(11,456)
Net loss for the year	–	–	–	(12,110)	(12,110)
	–	–
Balance – December 31, 2009	4,900,000	4,900	149,055	(177,521)	(23,566)
Net loss for the year	–	–	–	(13,610)	(13,610)
	–	–
Balance – December 31, 2010	4,900,000	4,900	149,055	(191,131)	(37,176)
Common stock issued for cash at $0.10 per share	4,500,000	4,500	445,500	–	450,000
Common stock issued for intangible asset	25,000,000	25,000	5,725,000	–	5,750,000
Forgiveness of related party debt	–	–	29,906	–	29,906
Net loss for the year	–	–	–	(116,622)	(116,622)
	–	–
Balance – December 31, 2011	34,400,000	34,400	6,349,461	(307,753)	6,076,1087

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

F-4

~~OCEAN~~UMBRA ~~ELECTRIC~~COMPANIES, INC.

~~(formerly~~STATEMENTS OF ~~known as Gold Holding Corp.)~~OPERATIONS

(~~A Development Stage Company~~unaudited)

Statements of Cash flows

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2021			For the Three Months Ended June 30, 2020
Revenue	$	–		$	–		$	–		$	–
Cost of revenue		–			–			–			–
Gross Margin		–			–			–			–

Other Income		–			–			–			–

General and Admin Expense		2,500			10,615			5,000			21,230
Loss Before Tax		2,500			10,615			5,000			21,230

Taxation		–			–			–			–
Loss from operation		(2,500	)		10,615			(5,000	)		–

Other:

Interest Expense		5,186			–			10,042			21,230
		5,186			–			10,042			21,230

Net Loss	$	(7,686	)	$	(10,615	)		(15,042	)	$	(21,230	)

Income per share	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average shares outstanding		1,881,874,382			185,834,000			1,881,874,382			185,834,000

~~(Expressed~~The inaccompanying USnotes ~~dollars)~~are an integral part of these financial statements.

	For the year ended December 31, 2011 $	For the year ended December 31, 2010 $	Accumulated from January 10, 2006 (Date of Inception) to December 31, 2011 $
Cash Flow From Operating Activities
Net loss	(116,622)	(13,610)	(307,753)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of intangible assets	50,260	–	50,260
Changes in operating assets and liabilities:
Accounts payable	(4,327))	–	3,243
Prepaid expenses	(2,498)	5,010	(2,498)
Net Cash Used In Operating Activities	(73,187)	(8,600)	(257,048)
Cash Flow From Investing Activities	–	–	–
Cash Flow From Financing Activities
Proceeds from related parties	15,796	8,600	45,702
Repayments of long-term debt	(95,376)	–	(95,376)
Common stock issued for cash	450,000	–	603,955
Net Cash Provided By Financing Activities	370,420	8,600	554,281
Increase in Cash	297,233	–	297,233
Cash – Beginning of Period	–	–	–
Cash – End of Period	297,233	–	297,233
Non-cash investing and financing activities
Debt forgiveness from related party	29,606	–	29,606
Common stock issued for intangible assets	5,750,000	–	5,750,000
Note payable issued for intangible assets	1,218,238	–	1,218,238
Supplemental Disclosures
Interest paid	29,664	–	29,664
Income tax paid	–	–	–

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

F-5

1UMBRA COMPANIES, INC .

~~Nature~~STATEMENT ofOF ~~Operations~~STOCKHOLDERS’ ~~and Continuance of Business~~EQUITY

~~Ocean~~FOR THE ~~Electric~~YEAR ~~Inc.~~ENDED ~~(the~~DECEMBER ~~“Company”) was incorporated in the State of Nevada on January 10~~31, ~~2006. On October 27~~2020, ~~2009,~~MARCH ~~the Company changed its name from Royal Equine Alliance Corp. to Gold Holding Corp.~~31, ~~and~~2021 onAND ~~January~~JUNE 2330, 2012, changed its name from Gold Holding Corp. to Ocean Electric Inc. The Company is a development stage company that plans to focus on alternative energy sources. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. 2021

Going Concern

	Preferred Stock				Common Stock				Common Stock		Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		to be Issued		Capital			Deficit			Total
Balance, December 31, 2019		1,000,000	$	1,000		105,576,615	$	105,577	$	–	$	8,368,515		$	(7,423,854	)	$	1,051,238
Net Loss for the year 2020		–		–		–		–		–		–			(42,460	)		(42,460	)
Common Stock Issued		–		–		80,257,385		80,257		–		–			–			80,257
Additional Paid in Capital		–		–				–		–		(80,257	)		–			(80,257	)
Balance, December 31, 2020		1,000,000		1,000		185,834,000		185,834		–		8,288,258			(7,466,314	)		1,008,778

Balance, January 1, 2021		1,000,000	$	1,000		185,834,000	$	185,834	$	–	$	8,288,258		$	(7,466,314	)	$	1,008,778
Net Loss for the Period		–		–		–		–		–		–			(7,356	)		(7,356	)
Adjustment to reserve				–		–		–		–		–			7,466,314			7,466,314
Common stock issued		–		–		1,686,040,382		1,686,040		–		–			–			1,686,040
Preferred Stock Issued		9,000,000		9,000		–		–		–		–			–			9,000
Additional Paid in Capital		–		–		–		–				74,062,017			–			74,062,017
Balance, March 31, 2021		10,000,000		10,000		1,871,874,382		1,871,874		–		82,350,275			(7,356	)		84,224,793
Net loss for the period		–		–		–		–		–		–			(7,686	)		(7,686	)
Additional Paid in capital		–		–		–		–		–		46,496,452			–			46,496,452
Balance, June 30, 2021		10,000,000	$	10,000		1,871,874,382	$	1,871,874	$	–	$	128,846,727		$	(15,042	)	$	130,713,559

~~These~~The accompanying ~~financial~~notes ~~statements~~are have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2011, the Company has a working capital deficit of $127,684 and an ~~accumulated~~integral ~~deficit~~part of ~~$307,753. The~~these ~~continuation of the Company as a going concern is dependent upon the continued~~ financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and cash equivalents

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

F-6

2UMBRA COMPANIES, INC.

~~Summary~~STATEMENTS ofOF ~~Significant~~CASH ~~Accounting Policies (continued)~~FLOWS

	Six Months Period Ended June 30, 2021			December 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(15,042	)	$	(42,460	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:		–			–
Adjustment to reserve		7,466,314
Account Receivables and Prepayments		(8,636	)		–
Other Assets		(119,044,995	)		–
Accounts payable and accrued expenses		(563,538	)		72,600
		(112,165,897	)
Net Cash Used in Operating Activities					30,140

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property Plant & Equipment		(28,165	)		–
Investments		(10,225,000	)		–
Intangible Assets		1,318,439			–
Net Cash Used in Investing Activities		(8,934,726	)
		–			–

CASH FLOWS FROM FINANCING ACTIVITIES:
Term Loan		816,425			–
Common Stock issued		1,686,040			–
Preferred Stock Issued		9,000			–
Additional Paid in Capital		120,558,469			–
Net Cash Provided by Financing Activities		123,069,934
		–			–

NET INCREASE IN CASH		1,969,311			30,140

CASH AT BEGINNING OF YEAR		30,689			549
CASH AT END OF YEAR	$	2,000,000		$	30,689

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:

CASH PAID FOR:
Interest	$	5,186		$	–
Income taxes	$	5,186		$	–

NON -CASH FINANCING ACTIVITIES:
Stock issued for debt	$	–		$	–
Stock issued for other assets	$	–		$	–

~~Basic~~The ~~and~~accompanying ~~Diluted~~notes ~~Net~~are ~~Loss~~an ~~per~~integral ~~Share~~part of these financial statements.

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

e) Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, loan payable to related party and long-term debt. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of December 31, 2011 and 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

F-7

2UMBRA COMPANIES, INC.

~~Summary~~Notes ofto ~~Significant~~Financial ~~Accounting Policies (continued)~~Statements

g)June 30, 2021

~~Intangible~~NOTE ~~Assets~~1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

~~Intangible~~Umbra Companies ~~assets~~Inc. ~~are~~(UCIX) ~~comprised~~is ofan ~~patents~~Real ~~and~~Estate ~~licenses~~Development ~~relating~~Investment tocompany ~~wave~~that ~~energy~~deploys capital and ~~wind~~resources ~~energy technology~~countrywide. The ~~intangible~~centered ~~assets~~focus is ~~are~~on ~~externally~~Building ~~acquired~~and Acquiring multi-family, homes, condos and ~~are~~townhomes ~~amortized~~in ~~straight-line~~the ~~over~~effort ato ~~useful~~end ~~life~~homelessness ofwithin ~~fifteen~~the ~~years~~Veteran community. Umbra strategically focus on properties centered around the VA Hospitals within the different communities while working with ~~zero~~the ~~residual~~Veteran Department ~~value~~of State.

h)On February 1, 2021 Umbra Companies Inc was acquired by Panthera Capital Holdings, LLC and Mr William Pitre was appointed as the CEO and Paul Jackson was appointed as the new Chief Investment & Finance Officer. Following the acquisition Umbra Companies Inc has moved to its corporate office at 1999 Avenue of the Stars, Suite 1100 Century City CA 90067.

~~Impairment~~NOTE of2 ~~Long~~-~~Lived~~ ~~Assets~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

InBasis accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.Presentation

iThe Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~Recent~~Use ~~Accounting~~of ~~Pronouncements~~Estimates

The ~~Company~~preparation ~~has~~of ~~implemented~~financial ~~all~~statements ~~new~~in ~~accounting~~conformity with ~~pronouncements~~generally ~~that~~accepted ~~are~~accounting inprinciples ~~effect. These~~requires ~~pronouncements~~management ~~did~~to ~~not~~make ~~have~~estimates ~~any~~and ~~material~~assumptions ~~impact~~that onaffect the ~~financial~~reported ~~statements~~amounts ~~unless~~of assets ~~otherwise~~and ~~disclosed,~~liabilities and ~~the~~disclosure ~~Company~~of ~~does~~contingent ~~not~~assets ~~believe~~and ~~that~~liabilities ~~there~~at ~~are~~the ~~any~~date ~~other~~of ~~new~~the ~~accounting~~financial ~~pronouncements~~statements ~~that~~and ~~have~~the ~~been~~reported ~~issued~~amounts of ~~that~~revenues ~~might~~and ~~have~~expenses aduring ~~material~~the ~~impact~~reporting onperiod. Significant ~~its~~estimates ~~financial~~include ~~position~~the orestimated ~~results~~useful lives of ~~operations~~property and equipment. Actual results could differ from those estimates.

3.Concentrations of Credit Risk

~~Intangible~~The ~~Assets~~Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in its accounts. Management believes the Company is not exposed to any significant credit risk on cash.

			December 31,	December 31,
			2011	2010
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
Wave energy technology	1,218,238	19,803	1,198,434	–
Wind energy technology	5,750,000	30,457	5,719,543	–
	6,968,238	50,260	6,917,978	–

Cash Equivalents

OnThe ~~October~~Company 3,considers ~~2011,~~all ~~the~~highly ~~Company~~liquid ~~acquired~~investments with ~~all~~a maturity of ~~the~~three ~~rights~~months ~~and~~or ~~patents~~less when purchased to abe ~~wave~~cash ~~energy~~equivalents. ~~technology~~As ~~developed~~of byJune ~~Hidroflot~~30, ~~S.A. The~~2021 ~~purchase~~there ~~price~~ is $12,~~400~~000,000 ~~for~~in ~~the~~cash ~~technology,~~ equivalent which is ~~payable~~US ~~in thirty-three monthly installments, and has been recorded at the present value of $1,218,238, based on the present value of payments.~~Treasuries

OnAccounts December 13, 2011, the Company acquired all of the rights and patents to an off-shore wind energy technology developed by Green & Blue Sustainable Technologies. The Company issued 25,000,000 common shares as full payment for the acquisition, with a market value of $5,750,000.Receivable

Estimated Amortization Expense		$
For the year ended December 31, 2012		464,549
For the year ended December 31, 2013		464,549
For the year ended December 31, 2014		464,549
For the year ended December 31, 2015		464,549
For the year ended December 31, 2016		464,549

Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write- off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company’s allowance for doubtful accounts was $0 and $0 as of June 30, 2021 and December 31, 2020, respectively.

Property and Equipment

Property and equipment are carried at the lower of cost or net realizable value. All property and equipment with a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

F-8

4.Fair Value of Financial Instruments

~~Long~~The ~~–term~~Company ~~debt~~follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

AsLevel ~~at December 31, 2011, the Company owed $~~1~~,122,862~~: ~~(2010~~Quoted -market ~~$nil)~~prices ofavailable ~~debt~~in ~~relating~~active tomarkets ~~the~~for ~~acquisition~~identical assets ofor ~~the~~liabilities ~~wave energy technology,~~ as ~~noted~~of ~~in Note 3. And,~~ the ~~debt~~reporting ~~is unsecured, due interest at 10% per annum~~date. ~~The amount owing is payable in equal monthly installments as follows:~~

		Total Payment	Unrealized Interest	Principal
2012	$	502,662	93,986	408,676
2013		512,712	50,710	462,002
2014		257,577	5,393	252,184
Total	$	757,797	150,089	1,122,862

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

~~The~~Level ~~repayment~~3: ~~schedule~~Pricing ~~for~~inputs ~~the~~that ~~note~~are ~~payable~~generally isunobservable ~~accelerated~~inputs toand not ~~three~~corroborated ~~equal~~by ~~monthly~~market ~~payments of the remaining outstanding amounts at such time where the Company generates $10,000,000 in direct revenues from the technology~~data.

5The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2021.

~~Related~~Revenue ~~Parties Transactions~~Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

AsThe Company only applies the five-step model to contracts atwhen ~~December~~it ~~31,~~is ~~2011,~~probable that the ~~Company~~entity ~~owed~~will collect ~~$15,796~~the ~~(2010~~consideration -it ~~$nil)~~is entitled to in exchange for the ~~former~~goods ~~President~~or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The ~~amounts~~Company ~~were~~recognizes ~~used~~as revenues the amount of the transaction price that is allocated to ~~fund~~the ~~operations~~respective performance obligation when the performance obligation is satisfied or as it is satisfied. ~~The~~ ~~amounts~~Generally, ~~owing~~the Company's performance obligations are ~~unsecured,~~transferred ~~non-interest~~to ~~bearing,~~customers ~~and~~at ~~due~~a onpoint ~~demand~~in time, typically upon delivery.

b)Income taxes

AsThe atCompany ~~December~~follows ~~31,~~Section ~~2011~~740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the ~~Company~~expected ~~owed~~future ~~$nil~~tax ~~(2010~~consequences of -events ~~$29~~that have been included in the financial statements or tax returns. Under this method,~~606)~~ todeferred tax assets and liabilities are based on the ~~former~~differences ~~President~~between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the ~~Company~~fiscal year in which the differences are expected to reverse. ~~During~~ Deferred tax assets are reduced by a valuation allowance to the ~~year~~extent management ~~ended~~concludes ~~December~~it ~~31,~~is ~~2011,~~more likely than not that the ~~former~~assets ~~President~~will ofnot be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~Company~~fiscal ~~forgave~~years ~~all~~in ~~outstanding~~which ~~amounts~~those ~~owing~~temporary differences are expected to be recovered or settled. The effect on deferred tax assets and ~~recorded~~liabilities asof ~~Additional~~a ~~Paid-~~change in ~~Capital~~tax rates is recognized in the Statements of Income in the period that includes the enactment date.

cThe Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

On October 3, 2011, the Company purchased the rights to a wave energy technology from Hidroflot, S.A., a company solely owned by the President of the Company, for $1,400,000 (see note 3 and 4).

On December 13, 2011, the Company purchased the rights to an off-shore wind energy technology from Green& Blue Sustainable Technologies, a company solely owned by the President of the Company, for 25,000,000 common shares with a fair value of $5,750,000 (see note 3).

Common Shares

On September 15, 2011, the Company issued 4,500,000 common shares for proceeds of $450,000. The shares carry a special restrictive covenant prohibiting any public sales or legend removals before March 31, 2013.

On December 16, 2011, the Company issued 25,000,000 common shares with a market value of $5,750,000 to acquire an off-shore wind technology.

F-9

7.Stock-based Compensation

~~Income~~The ~~Taxes~~Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

The Company ~~has~~accounts ~~$310,478~~for ofemployee ~~net~~stock-based compensation ~~operating~~in ~~losses~~accordance ~~carried~~with ~~forward~~the toguidance ~~offset~~of ~~taxable~~FASB ~~income~~ASC inTopic ~~future~~718, ~~years~~Compensation—Stock Compensation, which ~~expire~~requires ~~commencing~~all inshare-based payments ~~fiscal~~to ~~2027. The~~employees, ~~income~~including ~~tax~~grants ~~benefit~~of ~~differs~~employee ~~from~~stock ~~the~~options, ~~amount~~to ~~computed~~be byrecognized ~~applying~~in the USfinancial ~~federal~~statements ~~income~~based ~~tax~~on ~~rate~~their offair ~~34%~~values. The tofair ~~net~~value ~~loss~~of ~~before~~the ~~income~~equity ~~taxes. As~~instrument atis ~~December~~charged ~~31,~~directly ~~2011~~to compensation expense and ~~2010,~~credited ~~the~~to ~~Company~~additional ~~had~~paid-in nocapital ~~uncertain~~over ~~tax~~the period ~~positions~~during which services are rendered.

	December 31, 2011 $	December 31, 2010 $
Net loss before taxes	116,622	13,610
Statutory rate	34%	34%
Computed expected tax recovery	39,651	4,627
Change in valuation allowance	(39,651)	(4,672)
Income tax provision	–	–

Net Income (Loss) per Common Share

8Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

~~Subsequent~~The ~~Events~~Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2021, and December 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

OnRecently ~~February~~Issued ~~24,~~Accounting ~~2012, the Company increased the number of authorized common shares from 70,000,000 common shares to 250,000,000 common shares with a par value of $0.001 per share.~~Pronouncements

OnTopic ~~March 26~~606, ~~2012~~Revenue from Contracts with Customers, of the ~~Company~~ ~~issued~~Financial ~~1,400,000~~Accounting ~~common~~Standards ~~shares~~Board’s to(FASB) ~~Zenith~~Accounting ~~Equity~~Standards ~~Group~~Codification ~~Ltd~~(ASC). ~~pursuant~~The toguidance ~~share~~in ~~subscriptions~~ASC ~~received. The~~606 ~~shares~~was ~~were~~ originally issued atby athe ~~price~~FASB ofin ~~$0.30~~May ~~for~~2014 ~~cash~~in ~~consideration~~Accounting ofStandards ~~$504~~Update (ASU) 2014-09,~~000~~ Revenue from Contracts with Customers (Topic 606).~~00. The~~ Since ~~shares~~then, ~~carry~~the aFASB ~~special~~has ~~restrictive~~issued ~~covenant~~several ~~prohibiting~~ASUs ~~any~~that ~~public~~have ~~sales~~revised or ~~legend~~clarified ~~removal~~the ~~before~~guidance ~~March~~in ~~31,~~ASC ~~2013~~606. The Company is in the process of evaluating the impact of this accounting standard update.

On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 31, 2018 and interim periods in fiscal years beginning after December 31, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update.

F-10

~~Ocean~~The ~~Electric~~Company ~~Inc~~has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(ANOTE ~~Development~~3 ~~Stage~~– ~~Company)~~GOING CONCERN

~~March~~The 31accompanying financial statements have been prepared on a going concern basis, ~~2012~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $(15,042) at June 30, 2021, had a net loss of $(15,042) and net cash used in operating activities of $(112,165,897) for the period ended June 30, 2021.

	Index
Balance Sheets (Unaudited)	F-12
Statements of Operations (Unaudited)	F-13
Statements of Cash Flows (Unaudited)	F-14
Notes to the Unaudited Financial Statements	F-15

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

	June 30, 2021		December 31, 2020
Machinery & Equipment	$	12,000	$	1,830
Furniture & Fixture		17,995		–
Accumulated Depreciation		–		–
Property and equipment, net	$	29,995	$	1,830

During the period ended, the company charged $0 as depreciation expense.

NOTE 5 – CASH AND CASH EQUIVALENT

The company currently holds cash Equivalents in US Treasury Stocks held in a private Investment bank that clears through Morgan Stanely

NOTE 6 – INVESTMENT IN REAL ESTATE

During the period Panthera Capital Holdings, LLC signed an operating agreement wherein the company transferred tangible assets in land and houses worth $ 8,225,000 and Umbra Companies Inc. issued 329,000,000 shares of $0.025 par shares

NOTE 7 – LONG TERM INVESTMENT

During the period ended June 30, 2021, Umbra currently invest in US Treasury Stock that has 3–30-year maturity dates 912810rt7

NOTE 8– INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

F-11

~~OCEAN~~The ~~ELECTRIC~~provision ~~INC.~~for Federal income tax consists of the following at June 30:

(formerly known as Gold Holding Corp.)

	2021		2020
Federal income tax benefit attributable to:
Current Operations	$	–	$	–
Less: valuation allowance
Net provision for Federal income taxes	$	–	$	–

(AThe ~~Development~~cumulative ~~Stage~~tax ~~Company)~~effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at June 30:

Balance Sheets

	2021		2020
Deferred tax asset attributable to:
Net operating loss carryover	$		$
Less: valuation allowance
Net deferred tax asset	$	–	$	–

At June 30, 2020, the Company had net operating loss carry forwards of approximately $(~~unaudited~~15,042) that maybe offset against future taxable income. No tax benefit has been reported in the June 30, 2021, or 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

	March 31, 2012 $	December 31, 2011 $
ASSETS
Current Assets
Cash	651,748	297,233
Prepaid expenses	1,249	2,498
Total current assets	652,997	299,731
Other Assets
Intangible assets, net	6,801,841	6,917,978
Total Other Assets	6,801,841	6,917,978
Total Assets	7,454,838	7,217,709
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	9,040	2,943
Loan payable to related party	15,796	15,796
Current portion of long-term debt (Note 4)	421,502	408,676
Total Current Liabilities	446,338	427,415
Long- Term Liabilities
Long-term debt, net of current portion (Note 4)	603,581	714,186
Total long-term liabilities	603,581	714,186
Total Liabilities	1,049,919	1,141,601
STOCKHOLDERS’ EQUITY
Preferred Stock
Authorized: 5,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: nil preferred shares	–	–
Common Stock
Authorized: 250,000,000 common shares with a par value of $0.001 per share	35,800	34,400
Issued and outstanding: 35,800,000 and 34,400,000 common shares
Additional Paid-In Capital	6,852,061	6,349,461
Common shares issuable	1,500,000	–
Accumulated Deficit during the Development Stage	(1,982,942)	(307,753)
Total Stockholders’ Equity	6,404,919	6,076,108
Total Liabilities and Stockholders’ Equity	7,454,838	7,217,709

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

~~(The~~Due ~~accompanying~~to ~~notes~~the ~~are~~change anin ~~integral~~ownership ~~part~~provisions of ~~these~~the Tax ~~financial~~Reform ~~statements)~~Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2021, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 9 - SUBSEQUENT EVENTS

There were no subsequent events to report for this accounting period.

F-12

~~OCEAN~~REPORT ~~ELECTRIC~~OF ~~INC.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~(formerly~~Report ~~known~~of asIndependent ~~Gold~~Registered ~~Holding~~Public ~~Corp.)~~Accounting Firm

(ATo ~~Development~~the ~~Stage~~shareholders ~~Company)~~and the board of directors of Umbra Companies

~~Statements~~Opinion ofon ~~Operations~~the Financial Statements

We have audited the accompanying balance sheets of UMBRA COMPANIES INC. (~~unaudited~~the "Company") as of December 31, 2020 and 2019, the related statements of operations, changes in shareholders' equity and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes collectively referred to as the "financial statements". In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

	For the three months ended March 31, 2012 $	For the three months ended March 31, 2011 $	Accumulated from January 10, 2006 (Date of Inception) to March 31, 2012 $
Revenues	–	–	4,000
Operating Expenses
Amortization	116,137	–	166,397
General and administrative	31,791	5,100	245,640
Management fees	1,500,000	–	1,500,000
Total Operating Expenses	1,647,928	5,100	1,912,037
Loss before other expense	(1,647,928)	(5,100)	(1,908,037)
Other Expense
Interest expense	(27,261)	–	(56,925)
Other expense	–	–	(17,980)
Total Other Expense	(27,261)	–	(74,905)
Net Loss	(1,675,189)	(5,100)	(1,982,942)
Net Loss per Share – Basic and Diluted	(0.05)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	34,492,308	4,900,000

Going Concern

(The accompanying ~~notes~~financial ~~are~~statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net operating loss of $42,460 for the year ended December 31, 2020, and an ~~integral~~accumulated ~~part~~deficit of ~~these~~$7,466,314 at December 31, 2020. The continuation of the Company as a going concern through December 31, 2020 is dependent upon improving the profitability and the continuing financial ~~statements)~~support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company's auditor since December 2019.

September 3rd, 2021.

F-13

~~OCEAN~~UMBRA ~~ELECTRIC~~COMPANIES ~~INC.~~BALANCE SHEETS

(formerly known as Gold Holding Corp.)

	December 31,			December 31,
	2020			2019
ASSETS
Current Assets:
Cash	$	30,689		$	549
Prepaid Expense		296,364			296,364
Total Current Assets		327,053			296,913

Non-Current Assets:
Property and Equipment		1,830			1,830
Intangible Assets		1,318,439			1,318,439
Total Other Assets		1,320,269			1,320,269

Total Assets	$	1,647,322		$	1,617,182

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account Payable	$	80,942		$	–
Accrued expenses		445,550			453,892
Due to Related Party		112,052			112,052
Total Current Liabilities		638,544			565,944

Total Liabilities		638,544			565,944

Stockholders’ Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized,1,000,000 shares issued and outstanding		1,000			1,000
Common stock, $0.001 par value, 250,000,000 shares authorized, 185,834,000 and 105,576,615 shares issued and outstanding, respectively		185,834			105,577
Additional paid-in capital		8,288,258			8,368,515
Accumulated deficit		(7,466,314	)		(7,423,854	)


Total Stockholders' Equity		1,008,778			1,051,238

Total Liabilities and Stockholders' Equity	$	1,647,322		$	1,617,182

(AThe ~~Development~~accompanying ~~Stage~~notes ~~Company)~~are an integral part of these financial statements.

Statements of Cash flows

(unaudited)

	For the three months ended March 31, 2012 $	For the three months ended March 31, 2011 $	Accumulated from January 10, 2006 (Date of Inception) to March 31, 2012 $
Cash Flow From Operating Activities
Net loss	(1,675,189)	(5,100)	(1,982,942)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	116,137	–	166,397
Imputed interest	27,261	–	56,925
Management fee	1,500,000		1,500,000
Changes in operating assets and liabilities:
Accounts payable	6,097	5,100	9,040
Prepaid expenses	1,249	–	(1,249)
Net Cash Used In Operating Activities	(24,445)	–	(251,829)
Cash Flow From Financing Activities
Proceeds from related parties	–	–	45,702
Repayments of note payable	(125,040)	–	(250,080)
Common stock issued for cash	504,000	–	1,107,955
Net Cash Provided By Financing Activities	378,960	–	903,577
Increase in Cash	354,515	–	651,748
Cash – Beginning of Period	297,233	–	–
Cash – End of Period	651,748	–	651,748
Supplemental Disclosures
Interest paid	27,261	–	56,925
Income tax paid	–	–	–

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

F-14

1.UMBRA COMPANIES

~~Nature~~STATEMENTS OF ~~of Operations and Continuance of Business~~OPERATIONS

Ocean Electric Inc. (the “Company”) was incorporated in the State of Nevada on January 10, 2006. On October 27, 2009, the Company changed its name from Royal Equine Alliance Corp. to Gold Holding Corp., and on January 23, 2012, changed its name from Gold Holding Corp. to Ocean Electric Inc. The Company is a development stage company that plans to focus on alternative energy sources. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

	For the Years Ended December 31,
	2020			2019
Sales	$	–		$	–
Cost of Sales		–			–
Gross margin		–			–
Operating expenses:
Professional Fee		39,460			38,482
Consulting		–			20,000
Other expense		3000			–
Total Operating Expenses		42,460			58,482
Loss from operations		(42,460	)		(58,482	)
Other expense:
Interest expense		–			–
Total other expense		–			–
Loss before income taxes		(42,460	)		(58,482	)
Provision for income taxes		–			–
Net Loss	$	(42,460	)	$	(58,482	)
Loss per Share, basic & diluted	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding, basic & diluted		–			–

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

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of March 31, 2012, the Company has working capital of $206,659 and an accumulated deficit of $1,982,942. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Cash and cash equivalents

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

Interim Financial Statements

These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

F-15

2UMBRA COMPANIES INC.

~~Summary~~STATEMENT ofOF ~~Significant Accounting Policies (continued)~~STOCKHOLDERS’ EQUITY

	Preferred Stock						Common Stock						Common Stock To be		Additional Paid-in			Accumulated
	Shares			Amount			Shares			Amount			Issued		Capital			Deficit			Total
Balance, December 31, 2018		1,000,000			1,000			62,334,000			62,334			–		8,361,758			(7,365,372	)		1,059,720
Common stock issued for cash		–			–			90,051,738			90,052			–		6,757			–			96,809
Stock issued for share exchange		(15,000	)		(15	)		15,000,000			15,000			–		–			–			14,985
Stock issued for payable		15,000			15						–			–		–			–			15
Stock cancelled		–			–			(61,809,123	)		(61,809	)		–		–			–			(61,809	)
Net loss for the year ended December 31, 2019		–			–			–			–			–		–			(58,482	)		(58,482	)
Stock cancelled		–			–			(61,809,123	)		(61,809	)		–		–			–			(61,809	)
Balance, December 31 2019		1,000,000		$	1,000			105,576,615		$	105,577		$	–	$	8,368,515		$	(7,423,854	)	$	1,051,238
Net Loss for the year 2020		–			–			–			–			–		–			(42,460	)		(42,460	)
Common stock issued		–			–			80,257,385			80,257			–		–			–			80,257
Additional Paid in Capital		–			–			–			–			–		(80,257	)		–			(80,257	)
Balance, December 31, 2020		1,000,000		$	1,000			185,834,000		$	185,834		$	–	$	8,288,258		$	(7,466,314	)	$	1,008,778

~~Basic~~The accompanying ~~and~~notes ~~Diluted~~are ~~Net~~an ~~Loss~~integral ~~per~~part ~~Share~~of these financial statements.

Financial Instruments

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of March 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

F-16

2.UMBRA COMPANIES

~~Summary~~STATEMENTS ofOF ~~Significant~~CASH ~~Accounting Policies (continued)~~FLOWS

	For the Years Ended December 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(42,460	)	$	(58,482	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:		–			–
Other assets		–			–
Accounts payable and accrued expenses		72,600			8,342

Net Cash Used in Operating Activities		30,140			(50,140	)

CASH FLOWS FROM INVESTING ACTIVITIES:
		–			–
Net Cash Used in Investing Activities		–			–

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issued for cash		–			43,243
APIC		–			6,757

Net Cash Provided by Financing Activities		–			50,000

NET INCREASE IN CASH		30,140			(140	)

CASH AT BEGINNING OF YEAR		549			689

CASH AT END OF YEAR	$	30,689		$	549

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
CASH PAID FOR:
Interest	$	–		$	–
Income taxes	$	–		$	–

NON -CASH FINANCING ACTIVITIES:
Stock issued for debt	$	–		$	–
Stock issued for other assets	$	–		$	–

~~Intangible~~The ~~Assets~~accompanying notes are an integral part of these financial statements.

Intangible assets are comprised of patents and licenses relating to wave energy and wind energy technology. The intangible assets are externally acquired and are amortized straight-line over a useful life of fifteen years with zero residual value.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Intangible Assets

			March 31,	December 31,
			2012	2011
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
Wave energy technology	1,218,238	40,107	1,178,131	1,198,435
Wind energy technology	5,750,000	126,290	5,623,710	5,719,543
	6,968,238	166,397	6,801,841	6,917,978

On October 3, 2011, the Company acquired all of the rights and patents to a wave energy technology developed by Hidroflot, S.A. The purchase price is $1,400,000 for the technology, which is payable in thirty-three monthly installments, and has been recorded at the present value of $1,218,238, based on the present value of payments.

On December 13, 2011, the Company acquired all of the rights and patents to an off-shore wind energy technology developed by Green& Blue Sustainable Technologies. The Company issued 25,000,000 common shares as full payment for the acquisition, with a market value of $5,750,000.

F-17

3.UMBRA COMPANIES

~~Intangible~~Notes ~~Assets~~to ~~(continued)~~Financial Statements

Estimated Amortization Expense		$
For the year ended December 31, 2012		464,549
For the year ended December 31, 2013		464,549
For the year ended December 31, 2014		464,549
For the year ended December 31, 2015		464,549
For the year ended December 31, 2016		464,549
After December 31, 2016		4,479,096
Total		6,801,841

December 31, 2020 and 2019

4.NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

~~Long~~UMBRA COMPANIES (the “Company”) Umbra Companies Inc., formerly Ocean Electric Inc, is a development-~~Term~~stage ~~Debt~~company. The company intend to design, develop, manufacture, license and service non-polluting, renewable electric power generating plants using wave energy and wind energy extraction technologies, for use in the shallow and Deepwater ocean environment. It intends to offer its clients the entire value chain of an energy project: advice and consultancy services, sales of device, installation services, maintaining team training, sales of spear parts and remote monitoring. It intends to commercialize its technology primarily through project management and consulting services to provide a turnkey solution.

AsThe atcompany ~~March~~intends ~~31,~~to ~~2012,~~acquire assets in the ~~Company~~plastic and ~~owed~~technology ~~$1,025,083~~sector ~~(2011~~that -it ~~$1,122,862)~~intends ofto ~~debt~~expand ~~relating~~thru tosynergistic ~~the~~acquisitions. ~~acquisition~~It ofhas ~~the~~created ~~wave~~a ~~energy~~wholly ~~technology~~owned subsidiary called Ocean Electric, Inc. asthat ~~noted~~will incontinue ~~Note~~to ~~3. The~~develop ~~amount~~the ~~owing~~ocean isprojects ~~payable~~it inhas ~~equal~~focused ~~monthly~~on ~~installments~~in asthe ~~follows:~~past.

	Total Payment	Unrealized Interest	Principal
	$	$	$
2012	377,622	66,723	310,899
2013	512,721	50,719	462,002
2014	259,577	7,395	252,182
Total	1,149,920	124,837	1,025,083

On February 1, 2021 the shareholders approved the appointment of William Pitre as the new CEO and president and the removal of the old board.

~~The~~NOTE ~~repayment~~2 ~~schedule~~- ~~for~~SUMMARY OF ~~the~~SIGNIFICANT ~~note~~ACCOUNTING ~~payable is accelerated to three equal monthly payments of the remaining outstanding amounts at such time where the Company generates $10,000,000 in direct revenues from the technology.~~ POLICIES

~~The~~Basis ~~Company~~of ~~is required to make the following principal repayments on the long-term debt:~~Presentation

		$
2012		310,898
2013		462,002
2014		252,183
Total		1,025,083

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

5.Use of Estimates

~~Related~~The ~~Party~~preparation ~~Transactions~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

a)Concentrations of Credit Risk

AsThe atCompany ~~March~~maintains ~~31,~~its ~~2012,~~cash ~~the~~in ~~Company~~bank ~~owed $15~~deposit accounts,~~796~~ ~~(2011~~the -balances ~~$15,796)~~of towhich ~~the~~at ~~former~~times ~~President~~may ofexceed ~~the~~federally ~~Company~~insured limits. The ~~amounts~~Company ~~were~~continually ~~used~~monitors toits ~~fund~~banking ~~operations~~relationships and consequently has not experienced any losses in its accounts. ~~The~~ ~~amounts~~Management ~~owing~~believes ~~are~~the ~~unsecured,~~Company ~~non-interest~~is ~~bearing,~~not ~~and~~exposed ~~due~~to any significant credit risk on ~~demand~~cash.

b)Cash Equivalents

OnThe ~~October~~Company 3,considers ~~2011,~~all ~~the~~highly ~~Company~~liquid ~~purchased~~investments with ~~the~~a ~~rights~~maturity toof athree ~~wave~~months ~~energy~~or ~~technology~~less ~~from~~when ~~Hidroflot,~~purchased ~~S.A.,~~to abe ~~company~~cash ~~solely~~equivalents. ~~owned~~There bywere ~~the~~no ~~President~~cash ofequivalents for the ~~Company,~~year ~~for~~ended $1December 31,~~400,000~~ ~~(see~~2020 ~~note~~or 3)2019.

c)Accounts Receivable

OnManagement ~~December~~reviews ~~13,~~accounts ~~2011,~~receivable ~~the~~periodically to ~~Company~~determine ~~purchased~~if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging ~~rights~~of tothe anaccounts ~~off~~receivable balances, a review of significant past due accounts, economic conditions, and our historical write-~~shore~~ off ~~wind~~experience, ~~energy~~net ~~technology~~of ~~from~~recoveries. ~~Green~~The &Company ~~Blue~~includes ~~Sustainable~~any ~~Technologies~~accounts receivable balances that are determined to be uncollectible, along with a ~~company~~general ~~solely~~reserve, ~~owned~~in byits allowance for doubtful accounts. After all attempts to collect a receivable have failed, the ~~President~~receivable is ofwritten off against the allowance. The Company,’s allowance for ~~25,000,000~~doubtful ~~common~~accounts ~~shares~~was ~~with~~$0 aand ~~fair~~$0 ~~value~~as of $5December 31,~~750,000~~ ~~(see~~2020 ~~note~~and 3)December 31, 2019, respectively.

F-18

6.Property and Equipment

~~Common~~Property and ~~Shares~~equipment are carried at the lower of cost or net realizable value. All property and equipment with a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

a)Fair Value of Financial Instruments

OnThe ~~February~~Company ~~24,~~follows ~~2012,~~paragraph 825-10-50-10 of the ~~Company~~FASB ~~increased~~Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the ~~number~~FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of ~~common~~its ~~shares~~financial ~~authorized~~instruments. Paragraph ~~from~~820-10-35-37 75establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP),~~000~~ and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures,~~000~~ ~~common~~Paragraph ~~shares~~820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation ~~250,000,000~~techniques ~~common~~used ~~shares~~to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

b)Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

OnLevel ~~March~~2: ~~26,~~Pricing ~~2012,~~inputs ~~the~~other ~~Company~~than ~~issued~~quoted prices in active markets included in Level 1,~~400,000~~ ~~common~~which ~~shares~~are ~~for~~either ~~proceeds~~directly or indirectly observable as of ~~$502,600.~~the reporting date.

c)Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

OnThe ~~April~~carrying ~~27,~~amount ~~2012,~~of the Company’s ~~issued~~financial assets 20and liabilities,~~000~~ such as cash,~~000~~ ~~shares~~prepaid ~~with~~expenses aand accrued expenses approximate their fair value because of ~~$6,000,000 to~~ the ~~President~~short maturity of ~~the~~those instruments. The Company’s ~~for~~notes ~~management~~payable ~~fees~~approximates ~~for~~ the ~~period~~fair value of ~~January~~such 1,instruments ~~2012~~based toupon ~~December~~management’s best ~~31,~~estimate ~~2012. The~~of ~~Company~~interest ~~recorded~~rates ~~$1,500,000~~that aswould ~~management~~be ~~fee~~available to the Company for ~~1st~~similar ~~quarter~~financial ~~and~~arrangements ~~common~~at ~~stock~~December ~~issuable~~31, 2020.

7.Revenue Recognition

~~Subsequent~~Revenue ~~events~~is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a) contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

OnIncome April 16, 2012, the Company entered into an agreement with a production company, whereby the production company will produce an advertorial video project at a cost of $395,152, to be paid according to the following schedule:taxes

·The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

50% ($197,576) upon signing of the agreement,

25% ($98,788) prior to commencement of animation, and

25% ($98,788) on delivery of the final video project.

On April 27, 2012, the Company issued 20,000,000 shares with a fair value of $6,000,000 to the President of the Company for management fees for the period of January 1, 2012 to December 31, 2012.

F-19

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Stock-based Compensation

The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2020 and 2019, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Recently Issued Accounting Pronouncements

Topic 606, Revenue from Contracts with Customers, of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The guidance in ASC 606 was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC 606. The Company is in the process of evaluating the impact of this accounting standard update.

F-20

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $ (7,466,314) at December 31, 2019, had a net loss of $(42,460) and net cash used in operating activities of $ 30,140 for the year ended December 31, 2020.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

	December 31, 2020		December 31, 2019
Computer Equipment	$	1,830	$	1,830
Accumulated Depreciation		–		–
Property and equipment, net	$	1,830	$	1,830

Depreciation expense for the years ended December 31, 2020 and 2019, was $ and $ respectively.

NOTE 5 – RELATED PARTY TRANSACTION

The company received $50,000 note from Umbra Holdings, LLC. pursuant to cover expenses related to the name change, symbol and reverse as voted for an approved by the shareholders. The note has a zero-interest rate, and is due upon demand.

NOTE 6 – COMMON STOCK

During the year ended December 31, 2020 the company issued 80,257,385 at 0.001 par value.

NOTE 7 – AUDIT COMMITTEE

The company created an audit committee the is comprised of the following members: William Pitre, CEO and president and Paul Jackson the CFO.

F-21

NOTE 8 – INTANGIBLE ASSET

On December 13, 2011, the Company acquired all of the rights and patents to an off-shore wind energy technology developed by Green & Blue Sustainable Technologies. The Company issued 25,000,000 common shares as full payment for the acquisition, with a market value of $457,600.

NOTE 9 – INCOME TAXES

The provision for Federal income tax consists of the following at December 31:

	2020		2019
Federal income tax benefit attributable to:
Current Operations	$	–	$	–
Less: valuation allowance
Net provision for Federal income taxes	$	–	$	–

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at December 31:

	2020		2019
Deferred tax asset attributable to:
Net operating loss carryover	$	–	$	–
Less: valuation allowance
Net deferred tax asset	$	–	$	–

At December 31, 2020, the Company had net operating loss carry forwards of approximately $42,460 that maybe offset against future taxable income. No tax benefit has been reported in the December 31, 2020 or 2019 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

F-22

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2020, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 11 - SUBSEQUENT EVENTS

There were no subsequent events to report for this accounting period.

F-23

PART II

~~Information~~INFORMATION ~~Not~~NOT ~~Required~~REQUIRED InIN ~~the Prospectus~~PROSPECTUS

~~Other~~ITEM ~~Expenses~~14. ofINDEMNIFICATION ~~Issuance~~OF ~~and~~DIRECTORS ~~Distribution~~AND OFFICERS

The Registrant is a Colorado corporation. Section 607.0851(1) of the Colorado Business Corporation Act, as amended (the “CBCA”), provides that, in general, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director or officer of the corporation against liability incurred in the proceeding if the director or officer acted in good faith, in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Section 607.0851(3) of the CBCA provides that, in general, a corporation may not indemnify a director or an officer in connection with a proceeding by or in the right of the corporation except for expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated ~~costs~~expense of ~~this~~litigating ~~offering~~the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, where such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, unless ordered to provide indemnification or advance expenses to such director or officer by a court, pursuant to Section 607.0854(1)(c) of the FCBA, if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify or to advance expenses to the director or officer. If the director or officer was adjudged liable, pursuant to Section 607.0854(1)(c) of the CBCA, indemnification shall be limited to expenses incurred in connection with the proceeding. Section 607.0853(1) of the FCBA also permits the corporation, before final disposition of a proceeding, to advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if the director or officer is not entitled to mandatory indemnification under the FCBA and it is ultimately determined under the FCBA that the director or officer has not met the relevant standard of conduct described in Section 607.0851 of the FCBA or the director or officer is not entitled to indemnification under Section 607.0859 of the FCBA. Section 607.0858(1) of the FCBA provides that the indemnification and advancement of expense provisions contained in the FCBA are asnot ~~follows~~exclusive, and a corporation may, by a provision in its articles of incorporation, bylaws or any agreement, or by vote of shareholders or disinterested directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of expenses to any of its directors or officers. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, Section 607.0852 of the CBCA provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, Section 607.0859(1) of the CBCA further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of the action so adjudicated and constitute: (i) willful or intentional misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; or (iv) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the CBCA or the corporation’s articles of incorporation .

Securities and Exchange Commission registration fee	$	1,547.10
Accounting fees and expenses	$	5,000.00
Legal fees and expenses	$	25,000.00
Edgar filing fees	$	2,000.00
Miscellaneous expenses	$	1,452.90
Total	$	35,000.00

Section 607.0857 of the FCBA also provides that a corporation shall have the power to purchase and maintain insurance on behalf of and for the benefit of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, member, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the FCBA.

*Our ~~All~~bylaws ~~amounts~~provides ~~are~~that ~~estimates~~we ~~other~~shall ~~than~~indemnify any director, officer, employee or agent or any former director, officer, employee or agent, and advance his or her related expenses, to the fullest ~~Commission's~~extent ~~registration~~permitted ~~fee~~by Colorado law. The Registrant has purchased insurance with respect to, among other things, any liabilities that may arise under the statutory provisions referred to above.

~~Indemnification of Directors and Officers~~II-1

~~Our~~ITEM ~~sole~~15. ~~officer~~RECENT ~~and~~SALE ~~director~~OF isUNREGISTERED ~~indemnified as provided by the Nevada Revised Statutes and our bylaws.~~ SECURITIES

~~Under~~There ~~the~~was ~~NRS,~~no ~~director~~recent ~~immunity~~sale ~~from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles~~ of ~~incorporation~~unregistered ~~that is not the case with our articles of incorporation~~securities. ~~Excepted from that immunity are:~~

~~(1)~~ITEM a16. ~~willful~~EXHIBITS ~~failure~~AND toFINANCIAL ~~deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;~~STATEMENTS

~~(2)~~ Exhibits

aSee ~~violation of criminal law (unless~~ the ~~director~~Exhibit ~~had~~Index ~~reasonable~~attached ~~cause~~ to ~~believe~~this ~~that~~registration statement, ~~his~~which oris ~~her~~incorporated ~~conduct~~by ~~was~~reference ~~lawful or no reasonable cause to believe that his or her conduct was unlawful);~~herein.

~~(3)~~ITEM 17. UNDERTAKINGS

aThe ~~transaction~~undersigned ~~from~~registrant ~~which~~hereby ~~the director derived an improper personal profit; and~~ undertakes to:

(41) File, during any period in which offers or sells are being made, a post-effective amendment to this registration statement:

~~willful~~(i) ~~misconduct.~~ To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

~~Our~~(ii) ~~bylaws~~To ~~provide~~reflect ~~that~~in wethe ~~will~~prospectus ~~indemnify~~any ~~our~~facts ~~directors~~or events ~~and~~arising ~~officers~~after tothe effective date of the ~~fullest~~registration ~~extent~~statement ~~not~~(or ~~prohibited~~the bymost ~~Nevada~~recent ~~law;~~post-effective ~~provided~~amendment thereof) which, ~~however~~individually or in the aggregate, ~~that~~represent wea ~~may~~fundamental ~~modify~~change in the ~~extent~~information ofset ~~such~~forth ~~indemnification~~in bythe ~~individual~~registration ~~contracts~~statement. ~~with~~Notwithstanding ~~our~~the ~~directors~~foregoing, any ~~and~~increase ~~officers;~~or ~~and,~~decrease ~~provided,~~in ~~further,~~volume ~~that~~of wesecurities ~~shall~~offered (if the total dollar value of securities offered would not beexceed ~~required~~that towhich was ~~indemnify~~registered) and any ~~director~~deviation from the low or ~~officer~~high end of the estimated maximum offering range may be reflected in ~~connection~~the form of prospectus filed with ~~any~~the ~~proceeding~~Commission ~~(or~~pursuant ~~part~~to ~~thereof~~Rule 424(b) ~~initiated~~if, byin ~~such~~the ~~person~~aggregate, ~~unless:~~the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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

(iii) To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

~~Our~~(2) ~~bylaws~~That, ~~provide~~for ~~that~~the wepurpose ~~will~~of ~~advance~~determining ~~all expenses incurred to~~ any ~~person~~liability under ~~who~~the ~~was~~Securities orAct isof a1933, ~~party~~each orsuch ispost-effective ~~threatened~~amendment toshall be ~~made~~deemed ~~a party~~ to ~~any~~be threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a ~~director~~new orregistration ~~executive~~statement ~~officer~~relating ~~of another company, partnership, joint venture, trust or other enterprise, prior~~ to the securities ~~final~~offered ~~disposition~~therein, ofand the ~~proceeding,~~offering ~~promptly following request. This advance~~ of ~~expenses is to be made upon receipt of an undertaking by or on behalf of~~ such ~~person~~securities toat ~~repay~~that ~~said~~time ~~amounts~~shall ~~should it~~ be ~~ultimately~~deemed ~~determined that the person was not entitled~~ to be ~~indemnified~~the ~~under~~initial ~~our~~bona ~~bylaws~~fide oroffering ~~otherwise~~thereof.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a3) byTo ~~the~~remove ~~board~~from ofregistration ~~directors~~ by ameans ~~majority vote~~ of a post-effective ~~quorum~~amendment ~~consisting~~any of ~~directors who were not parties to~~ the ~~proceeding;~~securities orbeing ~~(b)~~registered ifwhich ~~such~~remain ~~quorum~~unsold isat ~~not~~the ~~obtainable,~~termination ~~or, even if obtainable, a quorum~~ of ~~disinterested directors so directs, by independent legal counsel in a written opinion, that~~ the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interestsoffering.

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

~~None.~~II-2

26SIGNATURES

~~Exhibits~~Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Century City, CA, United States, on September 24, 2021.

Exhibit
Number		Description
3.1	*	Articles of Incorporation
3.2	*	By-Laws
5.1		Legal Opinion of Chae Law, PLLC, with consent to use
23.1		Consent of PLS CPAS, PLLC
99.1		Form of Subscription Agreement

	UMBRA COMPANIES INC.

	By:	/s/ William Pitre
	Name:	William Pitre
	Title:	President, Chief Executive Officer, and Chairman of the Board of Directors

*By: ~~Previously~~/s/ ~~filed.~~Paul Jackson Name: Paul Jackson Title: Chief Financial Officer

~~The~~Pursuant to ~~undersigned~~the ~~registrant~~requirements ~~hereby~~of ~~undertakes:~~the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
Signature		Title	Date
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
		President, Chief Executive Officer,	September 24, 2021
	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
/s/ William Pitre		and Chairman of the Board of Directors
	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
William Pitre		(Principal Executive Officer)
2.	That, for the purpose of determining any liability under the

~~Securities Act, each such post~~II-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.3

3.EXHIBIT INDEX

~~To remove from registration by means of a post~~II-~~effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.~~4

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.

5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Carson City, State of Nevada, on the 15th day of May, 2012.

Ocean Electric Inc. By:/s/ Ricardo PratsRicardo PratsPresident, Chief Executive Officer, Secretary, Treasurer, Principal Accounting Officer, ChiefFinancial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Ricardo Prats	President, Chief Executive	May 15, 2012
Ricardo Prats	Officer, Secretary, Treasurer,
	Principal Accounting Officer,
	Principal Financial Officer
	and Director

Filing Compare · Umbra Companies, Inc.