AS FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2021

~~Washington,~~REGISTRATION DNO.C. ~~20549~~333-_____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~Universal Tech Corp.~~_________________

~~(Exact~~ClassWorx, ~~name~~Inc. ~~of Registrant as specified in its Charter)~~

~~Delaware~~(Exact name of registrant as specified in its charter)

~~(State or other jurisdiction of incorporation or organization)~~_________________

8412

Delaware	7370	79-9689104
(State or Other Jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of Incorporation or Organization)	Classification Number)	Identification No.)

~~(Primary~~5051 ~~Standard~~Peachtree ~~Industrial~~Corners ~~Classification~~Circle ~~Code Number)~~#200

~~45-24003399~~Peachtree Corners, GA 30092

~~1608~~(Address S.of ~~Ashland~~Principal Executive ~~Ave~~Offices) ~~#70547~~(Zip Code)

~~Chicago,~~(470) ~~Illinois~~448 ~~60608-2013~~4734

~~Phone~~(Registrant’s telephone number:, ~~1-855-334-3331~~including area code)

~~(Address,~~Raymond ~~including zip code, and telephone number, including area code,~~Firth

of5051 ~~registrant's~~Peachtree ~~principal~~Corners ~~executive~~Circle ~~offices)~~#200

~~Universal~~Peachtree ~~Tech~~Corners, ~~Corp.~~GA 30092

~~c/o~~Phone: ~~Vcorp~~(470) ~~Services,~~448 ~~LLC,~~4734

25E-mail: ~~Robert Pitt Drive, Suite 204,~~rfirth@ClassWorx.com

~~Monsey~~(Name, ~~New~~Address, ~~York~~Including Zip ~~10952~~Code and Telephone Number,

~~Phone~~Including ~~number:~~Area ~~1-845-425-0077~~Code, of Agent for Service)

~~(Name,~~WITH ~~address,~~COPIES ~~including~~OF ~~zip~~ALL ~~code,~~CORRESPONDENCE ~~and telephone number,~~TO:

~~Including~~Thomas ~~area~~C. ~~code~~Cook, ~~of agent for service)~~Esq.

~~Copies~~Law Offices of ~~communications~~Thomas ~~to:~~C. Cook

~~Carl~~10470 MW. ~~Sherer,~~Cheyenne ~~Esq~~Ave., Suite 115, PMB 303

~~Rimon~~Las ~~Law Group~~Vegas, ~~P.C.~~Nevada 89129

~~420~~Phone: ~~East~~(702) ~~79th Street, Suite 1E,~~524-9151

~~New York,~~E-mail: ~~New York 10075~~tccesq@aol.com

IfAPPROXIMATE ~~any~~DATE ofOF ~~the~~COMMENCEMENT ~~securities~~OF ~~being~~PROPOSED ~~registered~~SALE onTO ~~this~~THE ~~Form~~PUBLIC: As ~~are~~soon toas bepracticable ~~offered~~after onthis aRegistration ~~delayed~~Statement orbecomes ~~continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box~~effective. x

If ~~this~~any ~~Form~~of isthe ~~filed~~securities tobeing ~~register~~registered ~~additional~~on ~~securities~~this ~~for~~Form anare ~~offering pursuant~~ to ~~Rule 462(b)~~be offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~check~~continuous ~~the~~basis ~~following~~pursuant ~~box~~to ~~and~~Rule ~~list~~415 under the Securities Act ~~registration statement number~~ of ~~the~~1933 ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering. ¨~~box: þ

If this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ o

If this Form is a post-effective amendment filed pursuant to Rule 462(dc) 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. ¨ o

~~Indicate~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large~~post-effective ~~accelerated~~amendment ~~filer,~~filed anpursuant ~~accelerated~~to ~~filer,~~Rule 462(d) aunder ~~non-accelerated~~the ~~filer~~Securities Act, orcheck athe ~~smaller~~following ~~reporting~~box ~~company.~~and ~~See~~list ~~definitions~~the ofSecurities ~~“large~~Act ~~accelerated~~registration ~~filer,”~~statement ~~“accelerated~~number ~~filer,”~~of ~~and~~the ~~“smaller~~earlier effective ~~reporting~~registration ~~company”~~statement infor ~~Rule 12b-2 of~~ the ~~Exchange~~same ~~Act~~offering. ~~(Check~~ ~~one):~~o

~~Large~~Indicate ~~accelerated~~by check mark whether the registrant is a large accelerated filer, ~~Accelerated~~an accelerated filer, ~~Non~~a non-accelerated filer, ~~Smaller~~smaller reporting company, xor 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.

~~(Do~~Large ~~not~~accelerated ~~check~~filer ifo aAccelerated ~~smaller~~filer o Non-accelerated filer o Smaller reporting company) o Emerging growth company þ

~~Indicate~~SEC by870 ~~check~~(05-19) ~~mark~~Persons ~~whether~~who ~~the~~are ~~registrant~~to isrespond ato ~~shell~~the ~~company~~collection ~~(as~~of information ~~defined~~contained in ~~Rule~~this ~~12b-2~~form ofare not required to respond unless the ~~Exchange~~form ~~Act).~~displays ~~Yes~~a .currently Novalid ¨OMB control number. 1

~~CALCULATION~~Calculation OFof ~~REGISTRATION~~Registration ~~FEE~~Fee

Title of Each Class of Securities to Be Registered		Amount to be Registered				Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED		FIXED PRICE PER SHARE(1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE
Common Stock, par value $0.0001 per share			1,200,000			$	0.10	$	120,000	$	13.93
Common stock, $0.001 par value	5,000,000		$5.00	$25,000,000	$2,727.50
TOTAL	5,000,000		~~1,200,000~~$5.00	$25,000,000	$2,727.50	$	~~0.10~~	$	~~120,000~~	$	~~13.93~~

Our common stock is not traded on any national exchange. Pursuant to Rule 457(1a) ~~Estimated~~, ~~solely~~the filing fee is based on the number of shares of the common stock offered hereunder, it has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. Although the registrant's common stock has a par value of $0.001, the registrant believes that the calculation of $5.00 per share for ~~purposes~~the common shares is a bona fide estimate of ~~calculating~~the offering price in accordance with Rule 457(a). The price does not bear any relationship to the ~~amount~~assets, book value, historical earnings or net worth of the ~~registration~~Company. ~~fee~~In determining the offering price, the Company considered such factors as the prospects, if any, of the previous experience of management, the present financial resources of the Company, and the likelihood of acceptance of this offering.

The ~~Registrant~~registrant hereby amends this ~~Registration~~registration statement ~~Statement~~ on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until ~~this~~the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine.

~~PRELIMINARY~~The ~~PROSPECTUS~~information ~~SUBJECT~~in TOthis ~~COMPLETION~~prospectus ~~DATED~~is ~~OCTOBER~~not 6,complete ~~2011~~and may be changed. We may not sell these securities until the registration statement filed with the U. S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _______________, 2021

PROSPECTUS

~~UNIVERSAL~~ClassWorx, ~~TECH CORP~~Inc.

15,~~200~~000,000 ~~SHARES~~shares OFof ~~COMMON~~common ~~STOCK~~stock being offered by ClassWorx, Inc. at a fixed price of $5.00.

~~PRICE~~The ~~PER~~shares ~~SHARE~~of stock to be sold include: a) 5,000,000 shares, are being offered for sale to investors on a best-efforts basis a price of $05.1000 per share.

~~TOTAL~~Upon ~~OFFERING~~the effectiveness of this prospectus: the ~~$120,000~~Selling Shareholder may sell the shares as detailed in the section entitled "Plan of Distribution."

The name of our company is Universal Tech Corp. and we were incorporated in the State of Delaware on May 17, 2011. This is our initial public offering. Our securities are not listed on any national securities exchange or the Nasdaq Stock Market. We are ~~offering~~an a"emerging ~~total~~growth ofcompany" under ~~1,200,000~~applicable ~~shares~~federal ofsecurities ~~our~~laws ~~common~~and ~~stock,~~will ~~par~~be ~~value~~subject ~~$.0001~~to ~~per~~reduced ~~share, in a direct~~ public ~~offering,~~company onreporting ~~a best efforts basis by our officers and directors without any involvement of underwriters or broker-dealers~~requirements.

~~NEITHER~~We ~~THE~~are ~~SECURITIES~~registering ~~AND~~up ~~EXCHANGE~~to ~~COMMISSION~~5,000,000 ~~NOR~~shares, representing ~~ANY~~5.19% ~~STATE~~of ~~SECURITIES~~our ~~COMMISSION~~outstanding ~~HAS~~common ~~APPROVED~~stock ORif ~~DISAPPROVED~~all OFshares ~~THESE~~are ~~SECURITIES~~sold, ORfor ~~PASSED~~sale ~~UPON~~to ~~THE~~investors ~~ADEQUACY~~by ORus ~~ACCURACY~~at OFa ~~THIS~~price ~~PROSPECTUS~~of $5.00 ~~ANY~~per share ~~REPRESENTATION~~for TOa ~~THE~~total ~~CONTRARY~~of IS$25,000,000. AThis ~~CRIMINAL~~offering ~~OFFENSE~~will terminate when all 5,000,000 shares are sold, or if not all the shares are sold the offering will close on December 31, 2021 unless we terminate it earlier. If the offering by the Company to sell 5,000,000 shares of common stock is not closed by December 31, 2021, management reserves the right to extend the offering for six months, pursuant to the rules of the Securities Act of 1933.

~~There~~The ~~has~~"penny ~~been~~stock" norules ~~market~~limit ~~for~~trading of ~~our~~ securities ~~and~~not atraded ~~public~~on ~~market~~NASDAQ ~~may not develop,~~ or, ifa ~~any~~recognized ~~market~~stock ~~does develop~~exchange, itor ~~may~~securities ~~not~~which bedo ~~sustained. Our common stock is~~ not ~~traded~~trade onat ~~any~~a ~~exchange~~price orof ~~quoted on the over-the-counter market~~$5.00 ~~After~~or ~~the~~higher, in ~~effective~~that ~~date~~brokers ofmaking ~~the~~trades ~~Registration~~in ~~Statement~~those ~~relating~~securities tomust ~~this~~make ~~Prospectus,~~a wespecial ~~hope~~suitability todetermination ~~have~~for apurchasers ~~market~~of ~~maker~~the ~~file~~security and anobtain ~~application with~~ the ~~Financial~~purchaser's ~~Industry~~written ~~Regulatory~~consent ~~Authority~~prior ~~(FINRA)~~to ~~for~~purchase. If our common stock tois benot ~~eligible~~listed ~~for~~on ~~quotation~~NASDAQ onor ~~the~~a ~~Over~~recognized ~~The~~stock exchange ~~Counter~~or ~~Bulletin~~its ~~Board.~~trading Weprice dois not ~~yet~~$5.00 ~~have~~or amore ~~market~~these ~~maker~~rules ~~who~~may ~~has~~cause ~~agreed~~many topotential ~~file~~purchasers ~~such~~to ~~application.~~reconsider ~~There~~their isintended purchase noof ~~assurance~~our ~~that~~common astock. ~~market~~The ~~maker will file an~~ application ~~for quotation~~ of ~~our~~these ~~stock,~~rules ~~that~~may ~~such~~make anit ~~application,~~difficult iffor ~~filed,~~purchasers ~~will~~in bethis ~~accepted,~~offering orto ~~that~~resell iftheir shares. ~~such~~As ~~application~~of ~~for~~the ~~quotation~~date of ~~our~~this ~~stock is accepted~~Prospectus, athe ~~market~~Common inStock ~~our~~is ~~common~~not ~~stock~~traded ~~will~~on ~~develop~~NASDAQ or beany ~~sustained~~recognized stock exchange.

The offering by us is a best efforts offering by our directors that will not utilize broker-dealers. The shares being offered by us are being offered through our directors pursuant to an exemption as a broker/dealer under Rule 3a 4-1 of the Securities Exchange Act of 1934. The minimum number of shares that the Company must sell in this Offering is 400,000 shares. We are offering the shares from time to time on a continuous basis, for up to 90 days from the date that this Registration Statement becomes effective, but we may terminate the offering at any time. We may not extend the offering.

ClassWorx, Inc., a Delaware corporation, owns and operates ClassWorx, Inc., a Colorado corporation, that is doing business as ClassWorx. ClassWorx owns and operates the website www.classworx.com, which provides an internet based, global network community directory for instructors, artists, musicians, chefs, tutors, professionals and others that want to join ClassWorx and host virtual events through Zoom for free or for a fee and receive payments through Stripe. The ~~purchase~~virtual events utilize the popular platform Zoom to remotely deliver individual or group virtual events in a broad range of disciplines (“virtual classes and/or events”). The website lists instructors, both independent and those affiliated within organizations, so individuals can find them to participate via Zoom in individual or group settings. ClassWorx also provides Stripe as its payment processor for hosts events on ClassWorx to charge a fee and get paid for the ~~securities~~classes and ~~offered~~events. ~~through~~ClassWorx ~~this~~offers ~~prospectus~~instructors ~~involves~~and event holders two methods of payments to ClassWorx, Inc. One is a ~~high~~monthly ~~degree~~subscription paid to ClassWorx, Inc. The other is a ClassWorx host can opt-in to an 8% fee bases on what an attendee pays to attend a class or event. As of ~~risk~~May 25, 2021, we have 91,500,000 common shares issued and outstanding Our common stock is quoted on the OTC Markets, LLC’s Current Pink tier under the symbol CHNO. ~~See~~There ~~“Risk~~is ~~Factors~~no trading market for our preferred stock. After we close this offering, we expect to have an application filed with the Financial Industry Regulatory Authority (“FINRA”) ~~beginning~~for our common stock to be eligible for quotation on ~~page~~the 3OTC Markets OTCQB. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us. Further, we have no current plans to apply to have our preferred stock listed or quoted on any exchange or inter-dealer quotation system. The purchase of the securities offered through this prospectus involves a high degree of risk.

	Offering Price Per Share		Offering Expenses(1)		Proceeds to Our Company (minimum offering)		Proceeds to Our Company (maximum offering)
Per share for shares offered by our company	$	0.10	$	25,000	$	15,000	$	95,000
Total	$		$	25,000	$	15,000	$	95,000

See "Risk Factors" beginning on page 10

~~(1)~~Neither ~~These~~the ~~are~~U. noS. ~~underwriting~~Securities ~~discounts~~and orExchange ~~commissions~~Commission nor beany ~~paid~~state insecurities ~~connection~~commission ~~with~~has ~~this~~approved ~~offering.~~or ~~Our~~disapproved ~~directors~~of ~~will~~these ~~not~~securities ~~receive~~or ~~any~~determined ~~compensation~~if ~~for~~this ~~their~~prospectus ~~role~~is intruthful or ~~offering~~complete. orAny ~~selling~~representation to the ~~shares~~contrary inis ~~the~~a ~~offering~~criminal offense.

~~(2)~~The ~~All~~shares ~~expenses~~to ofbe ~~this~~sold ~~Offering~~for ~~are~~our ~~being~~benefit ~~paid~~will be offered by ~~the~~our ~~Company~~officers/directors, namely, Raymond Firth and Thomas Powers on a best-efforts basis with no minimum.

The ~~information~~date inof this ~~Prospectus~~prospectus is not complete and may be changed. This Prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. We may not sell the securities being sold by us until the Registration Statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.__________________, 2021

The date of this prospectus is October 6, 2011.

- ii -

You should rely only on the information contained in this Prospectus and in any Prospectus Supplement we may file after the date of this Prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our securities.

Table of Contents

		Page
Prospectus Summary		2
Risk Factors		3
Risk Factors Relating to Our Company		3
Risk Factors Relating to Our Common Shares		8
Use of Proceeds		14
Determination of Offering Price		15
Forward-Looking Statements		15
Market for Common Equity and Related Stockholder Matters		15
Description of Business		16
Description of Property		21
Management's Discussion and Analysis or Plan of Operation		21
Legal Proceedings		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
Expenses of Distribution		25
Plan of Distribution		25
Dividend Policy		26
Share Capital		27
Legal Matters		28
Experts		28
Interest of Named Experts and Counsel		28
Indemnification for Securities Act Liabilities		29
Where You Can Find More Information		29
Financial Statements		F-1
Information not required in Prospectus		30

PROSPECTUS SUMMARY

As used in this prospectus, references to “Universal Tech Corp.”, the “Company,” ”we” “our” or “us” refer to Universal Tech Corp., unless the context otherwise indicates.

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

Corporate Background

Universal Tech Corp. was incorporated under the laws of the State of Delaware on May 17, 2011. We intend to focus on leveraging the burgeoning worldwide interest in art investment.

The international art market is estimated at $57 billion in annual sales, most of which are made through auction houses, galleries or art dealers, and directly by artists.

Art buyers include:

- Collectors. Both museums and individuals purchase through all sales channels.

- Investors. In recent years, art has emerged as a popular class of “passion investment” among investors who are not at the very top of the economic ladder. Investors also purchase art through all sales channels.

- Aesthetic buyers. Buyers who purchase art for pleasure and to enhance their surroundings.

The general investment market covers investment in stocks and financial instruments, precious metals and real estate, as well as “investments of passion” such as luxury collectibles (cars, boats and airplanes), gems, antiques and art. Art accounted for 22% of investments of passion overall, but that share was higher among European high net worth individuals (27%) and highest among Latin American high net worth individuals (28%). Art is also most likely to be seen as a form of financial investment. In fact, 42% of investment advisors in a survey said that they believe their high net worth clients invest in Art primarily for its potential to gain value.

With traditional investment markets still unsettled and interest rates near historical lows, many upper middle class business people and professionals are seeking investments that are long-term, non-speculative and tangible. Art appeals to this segment for the enjoyment and beauty it brings, as well as associated social and cultural benefits.

With the number of millionaires in the world increasing by 8.3% in 2010, a sizeable number of people interested in investing in art are likely to be novices who lack the confidence and expertise required to make savvy investment decisions.

Many potential art buyers will not enter a gallery for fear of appearing ignorant or unsophisticated. They do not trust themselves to be able to assess whether a work has artistic—and hence market—value, or to determine whether the purchase price leaves room for appreciation. In addition, they lack the expertise and art world connections to source investment quality art created by emerging artists.

Universal Tech Corp. leverages an innovative direct sales strategy for investment-oriented art sales. By bringing the art gallery into the comfort zone of the customer’s home or office and guiding the customer through the art purchase process, the direct sales strategy makes art investment a reality for novice art collectors. Our approach presents the purchase of art as a smart investment, placing the purchase process squarely within an area in which our target market feels a high degree of competence. Our sales process is also an educational process, through which we hope to create an ongoing multi-purchase relationship with the customer, with the aim of creating a complete art investment portfolio.

We are a development stage company and have not commenced any business operations or generated any revenue to date. We currently have no employees.

As discussed in the Notes to Financial Statements included in this Registration Statement, as of August 31, 2011 we had no revenue and had negative cash flow of approximately $5,000 for the period from May 17, 2011 (inception) to August 31, 2011. These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period from May 17, 2011 (inception) to August 31, 2011. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

We do not currently have physical offices, but we have an address at 1608 S. Ashland Ave #70547, Chicago, Illinois 60608-2013. Our officers and directors work from their homes. In the future, our employees may also work from their homes. Our telephone number is 1-855-334-3331. We have reserved a web address: http://www.investment-art.info, but we do not currently have an operating web site.

The Offering

Securities offered:		1,200,000 shares of common stock, par value $.0001
Offering price:		$0.10 per share
Shares outstanding prior to offering:		2,000,000 shares of common stock
Shares outstanding after offering:		3,200,000 shares of common stock (assuming all shares offered by us are sold)
Market for the common shares:		There is no market for our securities. Our common stock is not traded on any exchange or quoted on the over-the-counter market. After the effective date of the Registration Statement relating to this Prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (FINRA) for our common stock to be eligible for quotation on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a market maker will file an application for quotation of our stock, or that such an application, if filed, will be accepted.
		There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Therefore, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
Use of proceeds:		We intend to use the net proceeds of the shares offered by us for general corporate purposes and working capital. See “Use of Proceeds” for additional information.

~~RISK~~Table ~~FACTORS~~of Contents

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

	Page
Part I
PROSPECTUS SUMMARY	4
OUR COMPANY	4
THE OFFERING	7
SELECTED FINANCIAL INFORMATION	8
RISK FACTORS RELATING TO OUR FINANCIAL CONDITION	9
COMPANY RISK FACTORS	10
RISK FACTORS RELATING TO OUR COMMON STOCK AND THIS OFFERING	14
FORWARD-LOOKING STATEMENTS	18
USE OF PROCEEDS	18
DILUTION	19
DETERMINATION OF THE OFFERING PRICE	20
PLAN OF DISTRIBUTION	20
EXPENSES OF ISSUANCE AND DISTRIBUTION	25
DESCRIPTION OF SECURITIES	26
SHARES ELIGIBLE FOR FUTURE SALE	27
DESCRIPTION OF BUSINESS	28
DESCRIPTION OF PROPERTY	36
LEGAL PROCEEDINGS	36
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	36
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING	38
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	38
EXECUTIVE COMPENSATION	41
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT	43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	44
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	44
LEGAL MATTERS	45
EXPERTS	45
WHERE YOU CAN FIND MORE INFORMATION	45
FINANCIAL STATEMENTS	46

Risk Factors Relating to Our Company

1. We may never be able to effectuate our business plan or achieve any revenues or profitability. Therefore, at this stage of our business, potential investors have a high probability of losing their entire investment.

We were established on May 17, 2011, and have no operating history. We are subject to all of the risks inherent in the establishment of a new business enterprise. We have had no revenue to date. Our operations to date have been principally focused on organizational, start-up, and fund raising activities. We are a highly speculative venture involving significant financial risk. It is uncertain as to when we will become profitable, if ever.

There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We may not be able to successfully effectuate our business. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business.

2. We expect losses in the future because we have no revenue.

We expect losses over the next twelve months because we do not yet have sufficient revenues to offset the expenses associated with the initial costs of developing our e-commerce web site and marketing our products. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

~~3. If~~PROSPECTUS ~~our business strategy is not successful, we may not be able to continue operations and our stockholders may lose their entire investment in us.~~SUMMARY

~~As discussed in the Notes to Financial Statements included in this Registration Statement~~CLASSWORX, ~~as of August 31, 2011 we had no revenue and had negative cash flow of approximately $5,000 for the period from May 17, 2011 (inception) to August 31, 2011~~INC. These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period from May 17, 2011 (inception) to August 31, 2011. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

4The following summary highlights selected information contained in this Prospectus. ~~Since~~This ~~our~~summary ~~officers~~does ~~can~~not ~~work~~contain orall ~~consult~~the ~~for~~information ~~other~~that ~~companies~~may be important to you. You should read the more detailed information contained in this prospectus, ~~their~~including ~~activities~~but ~~could~~not ~~slow~~limited ~~down~~to, the risk factors beginning on page 3. References to "we," "us," "our," ~~operations~~"ClassWorx, Inc.," or the "Company" mean ClassWorx, Inc.

Our officers are also members of our board of directors, and they are not required to work exclusively for us. They do not devote all of their time to our operations. Therefore, it is possible that a conflict of interest with regard to their time may arise based on their employment for other companies. Their other activities may prevent them from devoting fullForward-~~time~~Looking to our operations which could slow our operations and may reduce our financial results because of the slowdown in operations. It is expected that our directors will devote between five and ten hours per week to our operations on an ongoing basis, and will devote whole days and even multiple days at a stretch when required for our initial marketing and purchasing efforts. Once our operations begin, and until such time as we are able to hire a sales staff, we expect that Mr. Cohen will manage our operations and Ms. De Vincenz will assist him. When we are fully operational, we anticipate that Mr. Cohen and Ms. De Vincenz will each devote approximately 40 hours per week to our operations.Statements

~~5. We~~This ~~are~~Prospectus ~~heavily~~contains ~~dependent~~forward-looking ~~upon~~statements that ~~our~~involve ~~officers~~risks and ~~directors~~uncertainties. We use words such as anticipate, ~~Mr.~~believe, ~~Avinoam~~plan, ~~Cohen~~expect, future, intend, and ~~Ms.~~similar ~~Anna~~expressions to ~~Irena~~identify Desuch ~~Vincenz~~forward-looking statements. ~~The~~You ~~loss~~should ofnot ~~Mr.~~place ~~Cohen~~too ormuch Msreliance on these forward-looking statements. DeOur ~~Vincenz,~~actual results ~~upon~~may ~~whose~~differ ~~knowledge,~~materially ~~leadership~~from ~~and~~those ~~expertise~~anticipated wein ~~rely~~these forward-looking statements for many reasons, ~~would~~including ~~harm~~the ~~our~~risks faced ~~ability~~by tous ~~execute~~described ~~our~~in ~~business~~the ~~plan~~"Risk Factors" section and elsewhere in this Prospectus.

WeOur are dependent on the continued contributions of Avinoam Cohen, our President, Chief Executive Officer, Treasurer, and Director, and Ms. Anna Irena De Vincenz, our Secretary and Director, whose knowledge and leadership would be difficult to replace. If we were to lose either of their services, or if either of them is not available to us when we need them, our ability to execute our business plan would be harmed and we may be forced to cease operations until such time as we could hire a suitable replacement. We do not maintain "key person" life insurance on Mr. Cohen’s or Ms. De Vincenz’s life. We do not have a written employment agreement with Mr. Cohen or with Ms. De Vincenz .Company

6. We ~~operate~~were inincorporated aon ~~competitive~~May ~~market~~17, ~~with~~2011 ~~limited~~as ~~personnel~~Bay Stakes ~~resources~~Corp., ~~and~~as a ~~failure~~Delaware corporation. We consider ourselves to ~~attract~~be ~~and~~an ~~retain~~emerging ~~qualified~~growth ~~employees~~company ~~could~~under ~~harm~~applicable ~~our~~federal ~~ability~~securities laws and will be subject to ~~execute~~reduced ~~our~~public ~~business~~company ~~plan~~reporting requirements. (See “Implications of Being an ‘Emerging Growth Company’” below in this Section)

~~Our~~Directory ~~future~~Listings ~~success~~of ~~depends~~Instructors inthat ~~part~~will enable oninstructors ~~our~~to ~~ability~~place totheir ~~identify~~listing inside the ClassWorx directory with a profile that describes the Instructors background, types ~~attract~~of ~~and~~classes, ~~retain~~schedule ~~qualified~~and ~~personnel~~pricing. ~~Competition~~The ~~for~~services ~~employees~~ClassWorx inwill ~~our~~offer ~~industry~~the instructors is ~~intense,~~the ~~turnover~~ability isto ~~high,~~display ~~and~~their weinformation. ClassWorx ~~may~~will ~~not~~connect beinstructors ~~successful~~to inStripe ~~attracting~~who will process the payments for those instructors charging a fee to students and also ~~retaining~~provide ~~such~~the ~~personnel~~link to the virtual class on Zoom. If weinstructors ~~are~~do ~~unable~~not choose to ~~attract,~~charge ~~assimilate~~a ~~and~~fee ~~retain~~to ~~additional~~students ~~employees~~ClassWorx ~~with~~offer ~~the~~a monthly ~~necessary~~subscription ~~skills,~~to wemembers ~~may~~holding ~~not~~free beevents ~~able~~whereby they pay Classworx a monthly fee of $108.00 to ~~grow~~be orlisted ~~successfully~~in ~~operate~~Classworx and ~~our~~post ~~business~~their schedule of free events.

Because our directors will manage our operations until such time as we can afford to hire a sales staff, we do not expect to have to hire any other key employees until such time as we have sufficient funding to do so, and there can be no assurance that we will be able to recruit or retain qualified personnel, should it be necessary to do so

7. We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenue and profitability.

The secondary market for fine art is intensely competitive. Competition is expected to intensify in the future, which may result in price reductions, fewer customer orders, reduced gross margins and loss of market share. We are aware of a number of other companies that are presently retailing fine art, including online. We believe that there will be an increasing number of retailers of fine art of the types we offer. While we believe that our approach to purchasing fine art is better than an impersonal, online approach, there can be no assurance that art buyers will agree. Some of our competitors may be able to secure merchandise from suppliers on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory availability policies than we can.

Due to the uncertainty of our ability to meet our financial obligations and to pay our liabilities as they become due, in their report on our audited financial statements for the period from inception (May 17, 2011) to December 31, 2020, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. For the period from inception (May 17, 2011) through the year ended December 31, 2020, we experienced an operating loss of $84,604. As of December 31, 2020, we had cash on hand of $8,938 and other assets of $0. Management has agreed to contribute monies to the Company, as needed, to keep it operational for the next twelve months. Therefore, unless management continues to contribute capital to the Company, we shall be without funds to operate our business. Since we do not have any written agreements in place with our management, there is no guarantee that our management will contribute such money when and, in the amounts, needed to continue operations. Our officers and directors are involved in other business endeavors, they intend to devote approximately 20-30 hours a week to our business on a going forward basis. Without the support of management, we must raise additional capital in order to continue operations and to implement our plan of operations. See "Description of Business" section that we need to raise $1,000,000 to obtain appropriate office space, hire and train staff and to market the company’s services. If we are unable to obtain a sufficient amount of funding required, either from our ~~business~~officers ~~operations~~or ~~will~~outside funding, we shall be ~~harmed~~required to cease our operations and close our business which can result is a total loss of any investor's investments in our company.

InImplications ~~order~~of toBeing ~~open~~an ~~and~~“Emerging ~~operate~~Growth our art purchase advisory business we will need to obtain additional funding. Additionally, to the extent that we seek to expand in the future, the inability to raise the required capital will restrict our ability to expand, and may impair our ability to continue to conduct business operations. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans, which could cause the Company ~~to become dormant. Currently, we do not have any arrangements or agreements to raise additional capital.~~

ToAs ~~date,~~a wepublic ~~have~~reporting ~~raised~~company ~~$30,000~~with ~~from~~less ~~our Directors~~than $1.0 Webillion ~~will still need an additional amount of approximately $15,000~~ in ~~order~~revenue toduring ~~operate~~ our ~~art~~last ~~sales~~fiscal ~~business for the first~~ year, ~~which~~ we ~~hope~~qualify toas ~~raise~~an in“emerging ~~this~~growth ~~Offering.~~company” ~~But~~under wethe ~~will~~Jumpstart our ~~still~~Business ~~need~~Startups anAct ~~additional~~of ~~$100~~2012,~~000~~ ~~for~~or ~~expanding operations after~~ the ~~first~~JOBS ~~year~~Act. WeAn ~~hope~~emerging togrowth ~~obtain~~company ~~additional~~may ~~funding~~take ~~from~~advantage ~~any or all~~ of ~~operations,~~certain ~~proceeds~~reduced ofreporting requirements ~~future equity issuances, loans from our directors (who are under no obligation to,~~ and ~~have~~is ~~not~~relieved ~~undertaken~~of tocertain ~~provide~~other ~~loans),~~significant orrequirements ifthat ~~available,~~are ~~loans~~otherwise ~~from~~generally ~~commercial~~applicable ~~banks, but we do not know whether we will be able~~ to ~~obtain~~public ~~that funding~~companies. In ~~Such~~particular, ~~additional~~as ~~funding~~an ~~may~~emerging ~~result~~growth incompany ~~your proportionate share in the Company being diluted.~~we:

~~Additionally,~~o· ~~while~~are wenot ~~hope~~required to ~~fund~~obtain ~~our~~an ~~operations~~attestation and report from ~~cash~~our ~~flow~~auditors ~~after~~on ~~the~~our ~~first~~management’s ~~year,~~assessment ~~there~~of ~~can~~our beinternal nocontrol ~~assurance~~over ~~that~~financial ~~this~~reporting ~~will~~pursuant beto ~~possible.~~the ~~Moreover,~~Sarbanes-Oxley ~~even~~Act ifof we2002; doo· ~~raise~~are ~~sufficient~~not ~~capital~~required ~~and~~to ~~generate~~provide ~~revenues~~a todetailed ~~support~~narrative disclosure discussing our ~~operating~~compensation ~~expenses~~principles, ~~there~~objectives ~~can~~and beelements noand ~~assurances~~analyzing ~~that~~how ~~the~~those ~~revenue~~elements ~~will~~fit bewith ~~sufficient~~our toprinciples ~~enable~~and usobjectives (commonly referred to ~~develop~~as ~~our~~“compensation ~~business~~discussion and analysis); o· are not required to obtain a ~~level~~non-binding ~~where~~advisory itvote ~~will~~from ~~generate~~our ~~profits~~stockholders ~~and~~on ~~cash~~executive ~~flows~~compensation ~~from~~or ~~operations~~golden ~~that~~parachute ~~are~~arrangements ~~sufficient~~(commonly referred to ~~sustain~~as ~~us.~~the ~~Accordingly~~“say-on-pay,” ~~our~~“say-on-frequency” ~~failure~~and to“say-on-golden-parachute” ~~generate~~votes); ~~sufficient~~o· ~~revenues~~are orexempt tofrom ~~generate~~certain ~~adequate~~executive ~~capital~~compensation ~~could~~disclosure ~~result~~provisions inrequiring ~~the~~a ~~failure~~pay-for-performance graph and CEO pay ratio disclosure; o· may present only two years of ~~our~~audited ~~business~~financial statements and ~~the~~only ~~loss~~two years of ~~your~~related ~~entire~~Management’s ~~investment.~~Discussion & Analysis of Financial Condition and Results of Operations, or MD&A; 5

Our directors may loan the company money from time to time on terms that are customary for directors and officers lending money to their companies. Our directors have not committed to do so.

o·	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

o·	are exempt from any PCAOB rules relating to mandatory audit firm rotation and any requirement to include an auditor discussion and analysis narrative in our audit report.

5We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

~~9. Because~~Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we doalso ~~not~~qualify ~~have~~as ana ~~audit~~“smaller orreporting ~~compensation~~company” ~~committee~~under SEC rules. For instance, ~~shareholders~~smaller ~~will~~reporting ~~have~~companies are not required to ~~rely~~obtain onan ~~our~~auditor ~~directors,~~attestation ~~who~~and report regarding management’s assessment of internal control over financial reporting; are not ~~independent,~~required to ~~perform~~provide ~~these~~a ~~functions~~compensation discussion and analysis; are not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

WeUnder dothe ~~not~~JOBS ~~have~~Act, anwe ~~audit~~may take advantage of these reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, or ~~compensation~~such ~~committee~~earlier ~~comprised~~time that we no longer meet the definition of ~~independent~~an ~~directors~~emerging growth company. ~~Indeed~~In this regard, the JOBS Act provides that we dowould ~~not~~cease ~~have~~to ~~any~~be ~~audit~~an or“emerging ~~compensation~~growth ~~committee~~company” if we have more than $1.0 ~~These~~billion ~~functions~~in ~~are~~annual ~~performed~~revenues, byhave more than $700 million in market value of our ~~directors~~common stock held by non-affiliates, or ~~who~~issue ~~are~~more ~~also~~than ~~our~~$1.0 ~~sole~~billion ~~officers~~of non-convertible debt over a three-year period. ~~Thus~~Furthermore, ~~there~~under iscurrent SEC rules we will continue to qualify as a ~~potential~~“smaller ~~conflict~~reporting company” for so long as we (1) have a public float (i.e., the market value of ~~interest~~common inequity ~~that~~held by non-affiliates) of less than $75 million as of the last business day of our ~~directors~~most recently completed second fiscal quarter; or (2) for so long as we have ~~the~~a ~~authority~~public tofloat ~~determine~~of ~~issues~~zero, ~~concerning~~have ~~management~~annual ~~compensation~~revenues ~~and~~of ~~audit~~less ~~issues~~than ~~that~~$50 ~~may~~million ~~affect~~during ~~management~~our most ~~decisions~~recently completed fiscal year.

~~Under~~Investors ~~the~~should ~~Sarbanes~~be ~~Oxley~~aware ~~Act~~that ofwe ~~2002~~will ~~and~~be subject to the ~~related~~"Penny Stock" rules ~~and~~adopted ~~regulations~~by of the Securities and Exchange Commission, orwhich ~~SEC,~~regulate webroker-dealer ~~will~~practices in beconnection ~~required~~with totransactions ~~implement~~in ~~additional~~Penny ~~corporate~~Stocks. ~~governance~~These ~~practices~~regulations ~~and~~may ~~adhere~~have tothe aeffect ~~variety~~ of ~~reporting~~reducing ~~requirements~~the ~~and~~level ~~complex~~of ~~accounting~~trading ~~rules.~~activity, if ~~Compliance with these obligations requires significant management time~~any, ~~places~~in ~~significant~~the ~~additional~~secondary ~~demands~~market onfor our ~~finance~~stock, and ~~accounting~~investors ~~staff~~in ~~(which,~~our ascommon ~~noted,~~stock ~~currently~~may ~~consists~~find ofit ~~our~~difficult ~~officers~~to ~~and~~sell ~~directors)~~their ~~and~~shares. onPlease see ~~our~~the ~~financial,~~disclosures ~~accounting~~under ~~and~~"Penny ~~information~~Stock ~~systems,~~Regulations" ~~and~~on ~~increases~~Page ~~our~~28 ~~insurance,~~of ~~legal~~this ~~and~~Prospectus ~~financial~~for ~~compliance~~more ~~costs~~information.

~~10.~~ Our ~~proprietary~~principal ~~rights~~offices ~~could~~are ~~potentially~~located ~~conflict~~at 5051 ~~with~~Peachtree ~~the~~Corners ~~rights~~Circle, of#200, ~~others~~Peachtree ~~and~~Corners, weGA ~~may~~30092. beOur ~~prevented~~telephone ~~from~~number ~~selling~~is: ~~some~~(470) of448 ~~our products~~4734.

We currently own the exclusive right to use the domain name “Investment-art.info” relating to our brand. We may be unable to prevent third parties from acquiring and using domain names that infringe or otherwise decrease the value of our proprietary rights. Failure to protect our domain name could adversely affect our brand, and make it more difficult for users to find our website.

~~11.~~The ~~We rely on third-party suppliers to supply our products, and we have limited control over them and may not be able to obtain quality products on a timely basis or in sufficient quantity.~~Offering

We rely upon third-party suppliers to offer us quality artwork. There are many suppliers of artwork. We believe that we could locate and negotiate new arrangements with new suppliers in 30 days if necessary.

Securities Offered:


Fixed Price		The offering price to the public of the common shares is at a fixed price of $5.00 per share for the entire duration of the offering.

Shares Offered by ClassWorx, Inc.		We are registering to sell to new investors up to 5,000,000 shares of common stock on a best-efforts basis. We will sell these shares to new investors at $5.00 per share. The Company will receive the proceeds of this offering, which will be used to offset the offering expenses.

Common Stock Outstanding Before the Offering:		91,500,000 shares

Common Stock Outstanding After the Offering:		96,500,000 shares if maximum sold

No Minimum		There is no minimum for this offering, funds will be released to us from our escrow agent after we ensure good funds are received and we will promptly issue shares to investors even if you are the sole purchaser in this offering

Termination of Offering		The offering will terminate when all 5,000,000 common shares are sold, or if less than 5,000,000 common shares are sold, the offering will close on December 31, 2021. Management reserves the right to extend the offering six months, pursuant to the rules of the Securities Act of 1933. The securities registered to the selling security holder under Rule 415(a)(2), may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration statement.

Offering Price		The offering price of the common stock is $5.00 per share.

Use of Proceeds		If we are successful at selling all the shares the shares being offered by our Company, the offering will have raised $25,000,000. Prior to the offering, the Company had cash on hand of $8,938 and total assets of $8,938. We intend to use these proceeds to purchase advertisement, hire developers to further the development our website, market the services the website provides and purchase further equipment needed for operations.

IfWe weare ~~experience~~registering ~~significant~~up ~~increased~~to ~~demand~~5,000,000 ~~there~~shares ~~can~~of beour nocommon ~~assurance~~stock ~~that additional artwork will~~ to be ~~available~~sold ~~when~~by ~~required on terms that are acceptable to us. Any delays, interruption or increased costs could have~~ an ~~adverse~~officer/director ~~effect on our ability~~ to ~~meet customer demand for our products and result in lower net revenue and income from operations both in~~ the ~~short~~public ~~and~~at ~~long~~$5.00 ~~term~~per share.

12. We do not have long-term contracts with our suppliers.

We do not have a long-term formal written agreement with any of our suppliers, and typically transact business with our suppliers on an order-by-order basis. Identifying a suitable supplier is an involved process that requires us to become satisfied with the artwork they have available, and with their responsiveness and service. Any delays, interruption or increased costs arising from a lack of long-term contracts could have an adverse effect on our ability to meet customer demand for artwork and result in lower net revenue and income from operations both in the short and long term. The Company would like to find one or more exclusive artists to represent whose artwork it would sell to its customers through direct marketing. The Company does not yet have such relationships. Until such time as it establishes such relationships, it will be buying on consignment or from a catalogue of art dealers or artists, and no art will be purchased before it is sold.

~~RISKS~~Selected ~~RELATING~~Financial ~~TO OUR COMMON SHARES~~Data

~~13. We~~The ~~may~~following ~~issue~~financial ~~additional~~information ~~common shares in~~ summarizes the ~~future,~~more ~~which~~complete ~~would~~historical ~~reduce~~financial ~~our~~information ~~current~~at ~~investors’~~the ~~percentage~~end of ~~ownership~~this ~~and which may dilute our share value~~Prospectus.

~~Our~~The ~~Certificate~~summary ofinformation ~~Incorporation~~below ~~authorizes~~should ~~the~~be ~~issuance~~read in ofconjunction ~~100,000,000~~with ~~shares~~"Management's ofDiscussion ~~common stock,~~ and ~~10,000,000~~Analysis ~~shares~~ of ~~blank~~Financial ~~check~~Condition ~~preferred~~and ~~stock. 2,000,000~~Results ~~shares~~ of ~~our~~Operations" ~~common stock are issued~~ and ~~outstanding,~~the ~~and 3~~December 31,~~200,000~~ ~~shares~~2019 ofaudited ~~our~~financial ~~common~~statements ~~stock will be issued~~ and ~~outstanding,~~notes ~~assuming that this offering is fully subscribed. The future issuance of additional shares of common stock~~ and ~~preferred~~the ~~stock,~~audited ~~which~~December ~~we are currently authorized to issue~~31, ~~may~~2020 ~~result~~financial instatements ~~substantial~~and ~~dilution~~notes inthereto ~~the~~included elsewhere ~~percentage of our stock held by our then existing shareholders. We may value any common or preferred stock issued~~ in ~~the~~this ~~future on an arbitrary basis~~Prospectus. The issuance of common or preferred stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. Additionally, the terms of any preferred stock that we might issue may substantially dilute the voting rights of our then-current shareholders, or may require us to pay significant dividends before any distributions may be made to our other shareholders.

14. FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

Balance Sheet Data
	December 31, 2019 (audited)	December 31, 2020 (audited)

Total cash and equivalents	$5,423	$8,938
Total current assets	$5,423	$8,938
Total other assets	$0	$0


Total Assets	$5,423	$8,938

Total current liabilities	$81,215	$100
Total liabilities	$81,215	$100

Income Statement Data
	For the year ended December 31, 2019 (audited)	For the year ended December 31, 2020 (audited)
Revenues	$61,300	$16,000

Total Operating Expenses	92,914	26,556

Net income (loss) from Operations	$(31,614)	$(10,556)


Net income (loss) applicable to common shareholders	$(31,614)	$(10,556)

In addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

~~15. Our~~RISK common stock will be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities will be limited, which will make transactions in our stock cumbersome, which may reduce the value of an investment in our stock.FACTORS

~~The~~Please ~~Securities~~consider ~~and Exchange Commission has adopted Rule 15g-9 which establishes~~ the ~~definition~~following ofrisk afactors before ~~“penny~~deciding ~~stock” for the purposes relevant~~ to ~~us,~~invest asin ~~any~~our ~~equity~~preferred ~~security~~and ~~that~~common ~~has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny~~ stock~~, unless exempt, the rules require:~~.

·This ~~that~~offering aand ~~broker~~any orinvestment ~~dealer~~in ~~approve~~our preferred and common stock involves a ~~person’s~~high ~~account~~degree ~~for~~of ~~transactions~~risk. You should carefully consider the risks discussed in ~~penny~~this ~~stocks;~~section and all the information contained in this Prospectus before deciding whether to purchase our preferred or common stock.

·If ~~that~~any of the ~~broker~~following orrisks ~~dealer~~occur, ~~receive~~our ~~from~~business, financial ~~the~~condition, ~~investor~~and results of operations could be harmed. An investment in our common and preferred stock involves a ~~written~~high degree ~~agreement~~of torisk. You should carefully consider the ~~transaction,~~risks ~~setting~~described ~~forth~~below and the ~~identity~~other information in this Prospectus before investing in our preferred and ~~quantity~~common stock. If any of the ~~penny~~following risks occur, our business, operating results, and financial condition could be seriously harmed. The trading price of our common stock could decline due to beany ~~purchased~~of these risks, and you may lose all or part of your investment.

InRISK ~~order~~FACTORS toRELATING ~~approve~~TO aOUR ~~person’s~~FINANCIAL ~~account for transactions in penny stocks, the broker or dealer must:~~CONDITION

·1. ~~obtain~~Our auditors ~~financial~~have ~~information~~made ~~and~~reference ~~investment~~to ~~experience~~the ~~objectives~~substantial ofdoubt ~~the~~as ~~person;~~to ~~and~~our ability to continue as a going concern, THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.

·Our ~~make~~financial astatements ~~reasonable~~included ~~determination~~with this Registration Statement for the years ended December 31, 2019 and December 31, 2020, have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the ~~transactions~~substantial doubt as to our ability to continue as a going concern in ~~penny~~their ~~stocks~~audit ~~are~~report ~~suitable~~on our audited financial statements for ~~that~~the ~~person~~year ~~and~~ended ~~that~~December 31, 2020. Because the ~~person~~Company has ~~sufficient~~been ~~knowledge~~issued an ~~and~~opinion ~~experience~~by inits ~~financial~~auditors ~~matters~~that substantial doubt exists as to bewhether ~~capable~~the ofCompany ~~evaluating~~can continue as a going concern, it may be more difficult for the ~~risks~~Company ofto ~~transactions~~attract ininvestors. ~~penny~~Since ~~stocks~~our auditors have raised a substantial doubt about our ability to continue as a going concern, this typically results greater difficulty to obtain loans than businesses that do not have a qualified auditor’s opinion. Additionally, any loans we might obtain may be on less advantageous terms. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our business.

~~The~~We ~~broker~~plan orto ~~dealer~~seek ~~must~~additional ~~also~~funds ~~deliver,~~through ~~prior~~private placements toof ~~any~~our ~~transaction~~preferred inand acommon ~~penny~~ stock,. You may be investing in a ~~disclosure~~company ~~schedule~~that ~~prescribed~~will bynot have the ~~Commission~~funds ~~relating~~necessary to ~~the~~continue to ~~penny~~deploy ~~stock~~its ~~market,~~business ~~which~~plan. If we are not able to achieve sufficient revenues or find financing to cover our expenses, inthen ~~highlight~~we likely ~~form:~~will be forced to cease operations and investors will likely lose their entire investment.

· sets forth the basis on which the broker or dealer made the suitability determination; and

· confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares thus causing a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

162. ~~There~~ isWE noMAY ~~current~~NOT ~~trading~~BE ~~market~~ABLE ~~for~~TO ~~our~~ATTAIN ~~securities~~PROFITABILITY ~~and~~WITHOUT ~~if a trading market does not develop~~ADDITIONAL FUNDING, ~~purchasers~~WHICH ofMAY ~~our~~BE ~~securities may have difficulty selling their shares~~UNAVAILABLE.

~~There~~We ishave ~~currently~~prepared noaudited ~~established~~financial ~~public~~statements for ~~trading~~the ~~market~~years ~~for~~ended ~~our~~December ~~securities~~31, 2019 and anDecember ~~active~~31, ~~trading~~2020. ~~market~~For inthe ~~our~~period ~~securities~~from ~~may~~inception ~~not~~(May ~~develop or~~17, if2011) ~~developed~~through the period ending December 31, ~~may~~2020, ~~not~~we beexperienced ~~sustained~~an operating net loss of $84,604. We ~~intend~~have tocash ~~have~~on ahand ~~market~~of ~~maker~~$8,938. ~~apply~~Our ~~for~~ability ~~admission~~to continue to operate ~~quotation~~as ofa ~~our~~going ~~securities~~concern onis ~~the~~fully ~~FINRA~~dependent ~~Over~~upon the ~~Counter~~Company ~~Bulletin~~obtaining ~~Board~~sufficient ~~after~~financing ~~the~~to ~~registration~~develop ~~statement~~and ~~relating~~expand our operational activities. The ability to ~~this~~achieve ~~prospectus~~profitable operations is ~~declared~~in ~~effective~~direct bycorrelation ~~the~~to ~~SEC.~~our Weability doto ~~not~~generate ~~yet~~revenues ~~have~~or araise sufficient ~~market~~financing. ~~maker~~Our ~~who~~near-term ~~has~~financing ~~agreed~~is this Offering, to ~~file~~help ~~such~~the anCompany ~~application.~~raise If$25,000,000, ~~for~~our ~~any~~long-term ~~reason~~financing needs ~~our~~we ~~common~~will ~~stock~~need isto ~~not~~raise ~~quoted~~approximately on$1,000,000, ~~the~~which ~~Over~~are ~~the~~necessary ~~Counter~~to ~~Bulletin~~continue ~~Board~~operations orand ato ~~public~~implement ~~trading~~our ~~market~~plan ~~does~~of ~~not~~operations. We ~~otherwise~~will ~~develop~~require $40,000 ~~purchasers~~this ofyear ~~the~~and ~~shares~~$50,000 ~~may~~per ~~have~~year ~~difficulty~~going ~~selling~~forward ~~their~~to ~~common~~cover ~~stock~~the ~~should~~costs ~~they~~of ~~desire~~being toa ~~do so~~public company. NoFurther, ~~market~~management ~~makers~~believes ~~have~~to ~~committed~~continue operations and to ~~becoming~~implement ~~market~~our ~~makers~~plan ~~for~~of ~~our~~operations, ~~common~~we ~~stock~~will ~~and~~need ~~none~~to ~~may~~raise approximately do$1,000,000 soover a two-year period. ~~There~~It is noimportant ~~assurance~~to note that aeven ~~market~~if ~~maker~~the ~~will~~appropriate ~~file~~financing anis ~~application~~received, ~~for~~there is ~~quotation~~no ofguarantee ~~our~~that ~~stock,~~we orwill ~~that~~ever ~~such~~be anable ~~application,~~to ifoperate ~~filed,~~profitably ~~will~~or bederive ~~accepted~~any significant revenues from its operation.

~~17. The~~RISK ~~price~~FACTORS ofRELEATED ~~our~~TO ~~shares~~OUR ~~in this offering was arbitrarily determined by us and may not reflect the actual market price for the securities.~~BUSINESS

~~The offering price of the common stock was determined by us arbitrarily~~3. ~~The~~IF ~~price~~WE isFAIL ~~not~~TO ~~based~~IMPLEMENT onOUR ~~our~~BUSINESS ~~financial condition and prospects~~STRATEGY, OUR ~~market~~FINANCIAL ~~prices~~PERFORMANCE ofAND ~~similar~~OUR ~~securities~~GROWTH ofCOULD ~~comparable~~BE ~~publicly~~MATERIALLY ~~traded~~AND ~~companies,~~ADVERSELY ~~certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market~~AFFECTED. The price may not be indicative of the market price, if any, for the common stock in the trading market after this offering. The market price of the securities offered herein, if any, may decline below the offering price. The stock market has experienced extreme price and volume fluctuations. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy includes several initiatives, including capitalizing on organic growth opportunities, growing complementary and integrated services lines, supplementing organic growth with strategic initiatives, and enhancing operational efficiencies and productivity. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business strategy. If we are unable to do so, our long-term growth, profitability, and ability to service our debt will be adversely affected. Even if we are able to implement some or all the initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at all. Implementation of our business strategy could also be affected by several factors beyond our control, such as changes in government regulation, increased competition, legal developments, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of sector trends, or our competition, we may have difficulty in achieving our strategic objectives.

We may become subject to future lawsuits, claims, audits, and investigations that could result in substantial costs and divert our attention and resources and adversely affect our business condition. In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims for the activities of an acquired business prior to the acquisition. These lawsuits, claims, audits, or investigations, regardless of their merit or outcome, may also adversely affect our reputation and ability to expand our business.

184. ~~The~~ IF ~~requirements~~WE ofDO ~~being~~NOT aATTRACT ~~public~~NEW ~~company~~CUSTOMERS, ~~may~~WE ~~strain~~WILL ~~our~~NOT ~~resources~~MAKE ~~and~~A ~~distract~~PROFIT, ~~our~~WHICH ~~management~~ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

AsWe ahave ~~public~~not ~~company,~~identified weany ~~will~~customers ~~be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act,~~ and ~~the~~we cannot ~~Sarbanes-Oxley~~guarantee ~~Act~~we ofever ~~2002,~~will orhave ~~the~~any ~~Sarbanes-Oxley~~customers ~~Act.~~for ~~These requirements may place a strain on~~ our ~~systems and resources~~business. ~~The~~Even ~~Exchange~~if ~~Act requires that~~ we ~~file~~obtain ~~annual~~new customers, ~~quarterly~~there ~~and~~is ~~current~~no ~~reports~~guarantee ~~with respect to our business and financial condition. The Sarbanes-Oxley Act requires~~ that we ~~maintain effective disclosure controls and procedures and internal controls for financial reporting. We~~ will begenerate required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a ~~report by our independent registered public accountants addressing these assessments~~profit. ~~During~~If ~~the~~we ~~course~~cannot ofgenerate ~~our~~a ~~testing~~profit, we ~~may~~will ~~identify~~have ~~deficiencies which we may not be able~~ to ~~remediate~~suspend in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or ~~amended~~cease from time to time, 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 Section 404 of the Sarbanes-Oxley Actoperations.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required5. ~~This~~BECAUSE ~~may~~OUR ~~divert~~OFFICERS ~~management’s~~AND ~~attention~~DIRECTORS ~~from~~HAVE OTHER ~~other~~BUSINESS ~~business concerns~~INTERESTS, ~~which~~THEY ~~could~~MAY ~~have~~NOT aBE ~~material~~ABLE ~~adverse~~OR ~~effect~~WILLING onTO ~~our~~DEVOTE ~~business,~~A ~~financial~~SUFFICIENT ~~condition,~~AMOUNT ~~results~~OF ofTIME ~~operations~~TO ~~and~~OUR ~~cash~~BUSINESS ~~flows. In addition~~OPERATIONS, weCAUSING OUR ~~may~~BUSINESS ~~need~~TO to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashionFAIL.

~~19. Because~~Our weofficers doand ~~not~~directors ~~intend~~will only be devoting limited time to ~~pay~~our ~~any~~operations. ~~cash~~Each ~~dividends~~intends onto devote approximately 20-30 hours per week to our ~~common~~business. ~~stock,~~Because our ~~stockholders~~officers and directors will ~~not~~only be ~~able~~devoting limited time to ~~receive~~our operations, our operations may be sporadic and occur at times which are convenient to them. As a ~~return~~result, our operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on them from their ~~shares~~other ~~unless~~obligations ~~they~~could ~~sell~~increase with ~~them~~the result that he would no longer be able to devote sufficient time to the management of our business.

~~We intend to retain any future earnings to finance the development and expansion of our business~~6. WeOUR doMANAGEMENT ~~not~~HAS ~~anticipate~~DISCRETION ~~paying~~AS ~~any~~TO ~~cash~~HOW TO ~~dividends~~USE onANY ~~our~~PROCEEDS ~~common~~FROM ~~stock~~THE inSALE ~~the~~OF ~~foreseeable~~COMMON ~~future~~STOCK. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.

OnThe net proceeds from the ~~other~~sale ~~hand,~~of ifour wecommon stock ~~issue~~under ~~preferred~~this ~~shares,~~offering will be used for the ~~terms~~purposes described under "Use of Proceeds." We reserve the ~~preferred~~right ~~shares~~to ~~may~~use the ~~further~~funds ~~restrict~~obtained from this Offering for other similar purposes not presently contemplated and which our ~~ability~~management deems to ~~pay~~be in ~~dividends~~the onbest interests of the company and our shareholders in order to address changed circumstances or opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this offering. Investors for the common stock offered hereby will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend.

207. ~~Because~~ ~~some~~IN ofTHE ~~our officers and directors are located in non-U.S. jurisdictions~~FUTURE, ~~you~~WE ~~may~~WILL ~~have~~INCUR ~~limited~~INCREMENTAL COSTS ~~effective~~AS ~~recourse~~A ~~against~~RESULT ~~the~~OF ~~management~~OPERATING ~~for~~AS ~~misconduct~~A ~~and~~PUBLIC ~~may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents~~COMPANY.

~~Some~~Upon the effectiveness of our ~~directors~~registration, we ~~and~~will ~~officers~~incur ~~are~~legal, ~~nationals~~accounting and~~/or~~ ~~residents~~other ofexpenses ~~countries~~as ~~other~~a ~~than~~fully ~~the~~reporting ~~United~~public ~~States~~company. Moreover, ~~and~~the ~~all~~Sarbanes-Oxley orAct aof ~~substantial~~2002 (the ~~portion~~"Sarbanes-Oxley ofAct"), ~~such~~as ~~persons’~~well ~~assets~~as ~~are~~new ~~located~~rules ~~outside~~subsequently implemented by the ~~United~~SEC, ~~States.~~have Asimposed avarious ~~result~~new requirements on public companies, itincluding requiring changes in corporate governance practices. There may be ~~difficult~~further ~~for~~increases ~~investors~~if toand ~~enforce~~when we ~~within~~are ~~the~~no ~~United~~longer ~~States~~an ~~any~~"emerging ~~judgments~~growth ~~obtained~~company." ~~against~~Moreover, ~~those~~these ~~officers~~rules orand ~~directors,~~regulations ~~including~~will ~~judgments~~increase ~~predicated~~our ~~upon~~legal ~~the~~and ~~civil~~financial compliance ~~liability~~costs ~~provisions~~and will make some activities more time-consuming and costly. We expect to incur approximately $40,000 of incremental operating expenses in fiscal year 2021. We project that the ~~securities~~total ~~laws~~incremental operating expenses of being a public company will be approximately $50,000 for fiscal year 2022. The incremental costs are estimates, and actual incremental expenses could be materially different from these estimates. Unless we can generate sufficient revenues and profits, we may not be able to absorb the ~~United~~costs ~~States~~of orbeing ~~any~~a ~~state~~public ~~thereof~~company.

218. If As ~~our~~a ~~shares~~result ~~are~~of ~~quoted~~operating onas ~~the~~a ~~over-the-counter~~public ~~bulletin board~~company, weour management will be required to ~~remain~~devote ~~current~~substantial intime ~~our~~to ~~filings~~new ~~with~~compliance ~~the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC~~initiatives.

InWe ~~the~~have ~~event~~never ~~that~~operated ~~our~~as ~~shares~~a ~~are~~public ~~quoted~~company. As ona ~~the~~public ~~over-the-counter~~company, ~~bulletin~~we ~~board~~will incur significant legal, accounting, and other expenses that we ~~will~~did not incur as a private company. There may be ~~required~~further toincreases ~~remain~~if ~~current~~and inwhen ~~our~~we ~~filings~~are ~~with~~no ~~the~~longer ~~SEC~~an in"emerging ~~order~~growth ~~for~~company". ~~shares~~The Sarbanes-Oxley Act of ~~our~~2002, the ~~Common~~Dodd-Frank ~~Stock~~Act of 2010, and rules subsequently implemented and yet to be ~~eligible~~implemented ~~for~~by ~~quotation~~the onU. ~~the~~S. ~~over-the-counter~~Securities ~~bulletin~~and ~~board~~Exchange Commission have imposed and will impose various new requirements on public companies. InOur ~~the~~management ~~event~~and ~~that~~other wepersonnel ~~become~~will ~~delinquent~~need into ~~our~~devote a ~~required~~substantial ~~filings~~amount ~~with~~of ~~the~~time ~~SEC~~to these new compliance initiatives. Moreover, ~~quotation~~these ofrules and regulations will increase our ~~Common~~legal and ~~Stock~~financial compliance costs and will bemake ~~terminated~~some ~~following~~activities amore 30time-consuming ~~day~~and ~~grace~~costly, ~~period~~particularly ifafter we doare ~~not~~no ~~make~~longer an ~~our~~"emerging ~~required~~growth ~~filing~~company." ~~during~~For ~~that~~example, ~~time.~~we Ifexpect ~~our~~these ~~shares~~new ~~are~~rules ~~not~~and ~~eligible~~regulations to make it more difficult and more expensive for ~~quotation~~us onto ~~the~~obtain ~~over-the-counter~~director ~~bulletin~~and ~~board~~officer liability insurance, ~~investors~~and inwe ~~our~~may ~~Common~~be ~~Stock~~required ~~may~~to ~~find~~incur itsubstantial ~~difficult~~costs to ~~sell~~maintain the ~~their~~same ~~shares~~or similar coverage.

~~22. Any~~In ~~trading~~addition, ~~market~~the Sarbanes-Oxley Act requires, among other things, that ~~may~~we ~~develop~~maintain ~~may~~effective beinternal ~~restricted~~control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management, as required by ~~virtue~~Section 404 of ~~state~~the ~~securities~~Sarbanes-Oxley ~~“Blue~~Act. ~~Sky”~~Compliance ~~laws~~will require us to increase our general and administrative expense in order to pay added compliance personnel, outside legal counsel and consultants to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance function and board governance function, establishing and maintaining internal controls over financial reporting in accordance with Section 404 of the ~~extent~~Sarbanes-Oxley ~~they~~Act, ~~prohibit~~and ~~trading~~preparing and ~~absent~~distributing periodic public reports in compliance with ~~individual~~our ~~state~~obligations under the U.S. federal securities laws. We currently do not have an internal audit group, and we will evaluate the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, the market price of our stock could decline.

There is no public market for our Common Stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our Common Stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our Common Stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our Common Stock. Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as the issuer obtains and maintains a listing in Mergent, Inc.’s or Standard and Poor’s Corporate Manual, secondary trading of common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona. Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. Ten states provide for an exemption for non-issuer transactions in outstanding securities effected through a registered broker-dealer when the securities are subject to registration under Section 12 of the Securities Exchange Act of 1934 for at least 90 days (180 days in Alabama). These states are: Alabama, Colorado, District of Columbia, Illinois, Kansas, Missouri, New Jersey, New Mexico, Oklahoma, and Rhode Island. However, in other states, investors may not be able to purchase and sell our securities. Accordingly, investors should consider the secondary market for our securities to be a limited one.

23. Delaware law and our charter may inhibit a takeover

Provisions of Delaware law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company, even if such transactions would have significant benefits to our stockholders. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our Common Stock. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination.

24. Voting control of our common stock is possessed by Avinoam Cohen. This concentration of ownership could discourage or prevent a potential takeover of Universal Tech Corp. that might otherwise result in your receiving a premium over the market price for your common stock.

The voting control of our common stock is possessed by Avinoam Cohen, our President, Chief Executive Officer, Treasurer and Director, who was issued 1,500,000 shares of our common stock for $22,500. Holders of our common stock are entitled to one non-cumulative vote on all matters submitted to our stockholders. The result of this concentration of ownership and voting control is that Avinoam Cohen has the ability to control all matters submitted to our stockholders for approval and to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions, and depending upon how many shares are sold in this offering, Mr. Cohen will continue to possess such power either individually or together with Anna Irena De Vincenz, our Secretary and Director. Additionally, this concentration of voting power could discourage or prevent a potential takeover of the Company that might otherwise result in your receiving a premium over the market price for your common stock.

However, for as long as we remain an "emerging ~~25.~~ growth company" as defined in the Jumpstart Our ~~articles~~Business Startups Act of ~~incorporation~~2012, ~~provide~~we ~~for~~may ~~indemnification~~take advantage of ~~officers~~certain ~~and~~exemptions from ~~directors~~various atreporting ~~our~~requirements ~~expense~~that ~~and~~are ~~limit~~applicable ~~their~~to ~~liability~~other public companies that are not "emerging growth companies" including, ~~which~~but ~~may~~not ~~result~~limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a ~~major~~nonbinding ~~cost~~advisory tovote uson executive compensation and ~~hurt~~shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the ~~interests~~earliest of (a) the last day of our ~~shareholders~~fiscal year ~~because~~during ~~corporate~~which ~~resources~~we ~~may~~have betotal ~~expended~~annual ~~for~~gross revenues of at least $1.0 billion; (b) the ~~benefit~~last day of ~~officers~~our ~~and/~~fiscal year ending after the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or ~~directors~~(d) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act.

~~Our~~9. We ~~articles~~are ofan ~~incorporation~~“emerging ~~and~~growth ~~applicable~~company” ~~Delaware~~and ~~law provide for the indemnification of~~ our ~~directors,~~election ~~officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation~~ to ~~which~~delay ~~they~~adoption ~~become~~of anew ~~party arising from their association with~~ or ~~activities~~revised onaccounting ~~our~~standards ~~behalf.~~applicable to Wepublic ~~will~~companies ~~also~~may ~~bear~~result ~~the~~in ~~expenses of such litigation for any of~~ our ~~directors,~~financial ~~officers,~~statements ~~employees,~~not orbeing ~~agents,~~comparable ~~upon such person’s promise~~ to ~~repay~~those usof ifsome itother ispublic ~~ultimately~~companies. ~~determined~~As ~~that~~a ~~any~~result of ~~such~~this ~~person~~and ~~shall~~other ~~not~~reduced ~~have~~disclosure ~~been~~requirements ~~entitled~~applicable to ~~indemnification.~~emerging ~~This~~growth ~~indemnification policy could result in substantial expenditures by us~~companies, ~~which~~our wesecurities ~~will~~may be ~~unable~~less attractive to ~~recoup~~investors.

We ~~have~~are ~~been~~an ~~advised~~“emerging ~~that,~~growth ~~in the opinion of the SEC~~company, ~~indemnification for liabilities arising under federal securities laws is against public policy~~ ” as ~~expressed~~defined in the ~~Securities~~Jumpstart ~~Act~~Our ofBusiness ~~1933~~Startups ~~and~~Act ~~is,~~of ~~therefore~~2012, ~~unenforceable.~~or In the ~~event~~JOBS ~~that a claim for indemnification against these types of liabilities~~Act, ~~other~~and ~~than~~we ~~the~~intend ~~payment~~to bytake usadvantage of ~~expenses~~exemptions ~~incurred~~from certain orreporting ~~paid~~requirements byavailable ato ~~director,~~“emerging ~~officer~~growth orcompanies” ~~controlling~~under ~~person~~that ~~in the successful defense of any action~~Act, ~~suit~~including orbut ~~proceeding,~~not islimited ~~asserted~~to not bybeing arequired ~~director,~~to ~~officer~~comply ~~or controlling person in connection~~ with the ~~securities~~auditor ~~being~~attestation ~~registered,~~requirements weof ~~will~~Section 404(~~unless~~b) inof the ~~opinion~~Sarbanes-Oxley Act of ~~our~~2002 ~~counsel,~~(relating to the ~~matter~~effectiveness ~~has~~of ~~been~~our ~~settled~~internal bycontrol ~~controlling~~over ~~precedent~~financial reporting), ~~submit~~reduced todisclosure aobligations ~~court~~regarding ofexecutive ~~appropriate~~compensation in ~~jurisdiction,~~our ~~the~~periodic ~~question~~reports ~~whether~~and ~~indemnification~~any byproxy usstatements iswe ~~against~~may ~~public~~be ~~policy~~required asto ~~expressed~~file, ~~in the Securities Act~~ and ~~will~~exemptions befrom ~~governed by~~ the ~~final~~requirements ~~adjudication~~ of ~~such~~holding ~~issue.~~a non-binding ~~The~~advisory ~~legal~~vote ~~process~~on ~~relating~~executive tocompensation ~~this~~and ~~matter,~~shareholder ifapproval itof ~~were~~any togolden ~~occur,~~parachute ispayments ~~likely~~not topreviously beapproved. In ~~very~~addition, ~~costly~~Section ~~and~~107 ~~may~~of ~~result~~the inJOBS usAct ~~receiving~~provides ~~negative~~that ~~publicity,~~an ~~either~~“emerging ofgrowth ~~which~~company” ~~factors~~can isdelay ~~likely to materially reduce~~ the ~~market~~adoption ~~and~~of ~~price~~certain accounting ~~for~~standards ~~our~~until ~~shares,~~those ifstandards ~~such~~would aapply ~~market~~to ~~ever~~private ~~develops~~companies.

~~26. If~~We are electing to delay such adoption of new or revised accounting standards and, as a ~~market~~result, ~~develops~~we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies that are not “emerging growth companies.” Consequently, our ~~shares~~financial statements may not be comparable to the financial statements of other public companies. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” In this regard, ~~sales~~we will remain an “emerging growth company” for up to five years after the first sale of our ~~shares~~common ~~relying~~equity ~~upon~~securities ~~Rule~~under an ~~144~~effective ~~may~~registration ~~depress~~statement, ~~prices~~although inif ~~that~~the market value of our common stock that is held by anon-affiliates ~~material~~exceeds ~~amount~~$700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the next following December 31.

~~All~~We ofcannot ~~the~~predict ~~currently~~if ~~outstanding~~investors ~~shares~~will offind our ~~Common Stock are ‘‘restricted~~ securities’’ ~~within~~less ~~the~~attractive ~~meaning~~due ofto ~~Rule~~our ~~144~~reliance ~~under~~on ~~the Securities Act of 1933, as amended. As restricted securities,~~ these ~~shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable~~ exemptions ~~from registration under the Act and as required under applicable state securities laws~~. ~~Rule~~If ~~144~~investors ~~provides~~were in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a company’s outstanding Common Stock. The alternative average weekly trading volume during the four calendar weeks prior to ~~the~~find ~~sale is not available to~~ our ~~shareholders being that the OTCBB (if and when listed thereon) is not an ‘‘automated quotation system’’ and, accordingly, market based volume limitations are not available for~~ securities ~~quoted~~less ~~only~~attractive ~~over the OTCBB. As~~ as a result of ~~revisions~~our ~~to Rule 144 which became effective on or about February 15~~election, ~~2008,~~we ~~there is no limit on the amount of restricted securities that~~ may ~~be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities~~ have ~~been~~difficulty ~~held~~raising by the owner for a period of one year, provided that the securities were not issued by a shell company or that the issuer who issued the securities has not been a shell company for at least one year. We are currently a shell company, as defined in ~~the~~this ~~rules~~offering and ~~regulations~~future ~~under the Securities Act of 1933~~offerings. None of our currently outstanding shares of Common Stock have been held for one year or more, and none of those shares is held by a non-affiliate. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of the Common Stock in any market that may develop.

~~USE~~RISK OFFACTORS ~~PROCEEDS~~RELATING TO OUR PREFERRED AND COMMON STOCK AND THIS OFFERING

~~The net proceeds to us from the sale of up to 1,200,000 shares offered at a public offering price of $0.~~10 ~~per share will vary depending upon the total number of shares sold~~. ~~Regardless~~INVESTORS ofCANNOT ~~the~~WITHDRAW ~~number~~FUNDS ofONCE ~~shares~~INVESTED ~~sold,~~AND weWILL ~~expect~~NOT toRECEIVE A ~~incur offering expenses estimated at approximately $25,000 for legal, accounting, and other costs in connection with this offering~~REFUND. The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

~~PERCENT~~Investors OFdo ~~NET~~not ~~PROCEEDS~~have ~~RECEIVED~~the right to withdraw invested funds. Subscription payments will be released from the escrow account to the Company if the Subscription Agreements are in good order and the investor is accepted as an investor by the Company. Therefore, once an investment is made, investors will not have the use or right to return of such funds during the offering period. If the offering is not closed by December 31, 2021, management reserves the right to extend the offering for six months, pursuant to the rules of the Securities Act of 1933.

	40%				60%			100%
Shares Sold		480,000			720,000			1,200,000
Gross Proceeds	$	48,000		$	72,000		$	120,000
Less Offering Expenses	$	(25,000	)	$	(25,000	))	$	(25,000	)
Net Offering Proceeds	$	23,000		$	47,000		$	95,000

11. OUR PREFERRED STOCK DOES NOT PAY ANY DIVIDENDS AND CAN BE CONSIDERED ILLIQUID.

~~The~~Management ~~use~~has ofno ~~proceeds~~intention ~~set~~to apply ~~forth below demonstrates how we intend~~ to ~~use~~have ~~the~~any ~~funds~~Series ~~under the various percentages~~ of ~~amounts of~~ the ~~related~~Company’s ~~offering.~~preferred Westock ~~plan~~listed toor ~~use~~quoted ~~the proceeds for the establishment of our operations, and, depending~~ on ~~the~~any ~~amount~~exchange ofor ~~funds~~inter-dealer ~~raised~~quotation system. ~~for~~This ~~marketing,~~will ~~travel~~make ~~and~~ownership ~~for the design and development~~ of aour ~~web~~preferred ~~site~~shares ~~as below~~illiquid. ~~All amounts listed below are estimates.~~

Amount raised	$40,000		$80,000		$120,000
Offering Expenses	$	25,000	$	25,000	$	25,000
Online Marketing	$	4,000	$	16,000	$	30,000
Brochure Design	$	3,000	$	3,000	$	3,000
Brochure Print	$	1,000	$	4,000	$	5,000
Sales Staff	$	0	$	10,000	$	20,000
Travel	$	6,500	$	15,000	$	20,000
Telephone	$	500	$	4,000	$	8,000
Office equipment/ computer	$	0	$	3,000	$	9,000

12. WE HAVE NEVER DECLARED DIVIDENDS ON OUR COMMON STOCK AND DO NOT PLAN TO DO SO IN THE FORESEEABLE FUTURE.

~~Our~~We ~~offering~~intend ~~expenses~~to ~~are~~retain ~~comprised~~any offuture ~~legal~~earnings ~~and~~to finance ~~accounting~~the ~~expenses~~operation and ~~printing~~expansion ~~costs.~~of ~~Our~~its ~~officers~~business and ~~Directors~~do not anticipate paying any cash dividends in the foreseeable future. As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any. You should not ~~receive~~rely on an investment in our company if you require dividend income. The only possibility of any ~~compensation~~income ~~for~~to ~~their~~investors would ~~efforts~~come from any rise in ~~selling~~the ~~our~~market ~~shares~~price of your stock, which is uncertain and unpredictable.

WeA ~~intend~~holder ~~to use the proceeds~~ of ~~this~~common ~~offering~~stock inwill ~~the~~be ~~manner~~entitled ~~set forth above. In the event that we do not raise the entire amount we seek~~ to receive ~~raise,~~dividends ~~and~~only ~~are unable to generate revenues to raise that amount~~when, ~~then we may cut back on some of the costs (such~~ as, ~~marketing~~ and ~~advertising~~if ~~and~~declared ~~office~~by ~~equipment),~~the orBoard weof ~~may~~Directors ~~attempt~~out toof ~~raise additional~~ funds ~~via~~legally ~~private~~available ~~placements~~therefore. orWe ~~sales~~have ofnever issued ~~securities~~dividends ~~to,~~on ~~or loans from~~ our ~~directors~~common instock. ~~order~~Our toBoard ~~make~~of upDirectors ~~any~~will ~~shortfall.~~determine Wefuture dodividend ~~not~~policy ~~have~~based ~~any~~upon ~~agreements in place with~~ our ~~directors~~results toof ~~provide~~operations, financial ~~loans~~condition, tocapital ~~the~~requirements, ~~company~~and ifother ~~needed~~circumstances.

In all instances, after the effectiveness of this Registration Statement, the Company will need some amount of working capital to maintain its general existence and comply with its public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors, who will have little ability to influence these decisions. We do not intend to use the proceeds to finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

~~DETERMINATION~~13. THE PRICE OF OUR COMMON STOCK OFFERED IN THE OFFERING ~~PRICE~~HAS BEEN ARBITRARILY ESTABLISHED BY OUR MANAGEMENT.

The ~~Company will be~~ offering ~~the~~price ~~shares~~has ofbeen ~~common~~arbitrarily ~~stock being covered~~ determined by ~~this~~our ~~prospectus~~management atand abears ~~price~~no ofrelationship ~~$0.10~~to ~~per~~assets, ~~share.~~earnings, ~~The~~or ~~offering price does not have~~ any ~~relationship~~other tovaluation ~~any established~~ criteria. ofNo ~~value,~~assurance ~~such~~can asbe ~~book~~given ~~value~~that the orshares ~~earnings~~offered ~~per~~hereby ~~share.~~will ~~Because we~~ have noa ~~operating~~market ~~history~~value ~~and~~or ~~have~~that ~~not~~they ~~generated~~may ~~any~~be ~~revenues~~sold toat ~~date~~this, ~~the~~or ~~price~~at ofany ~~our~~price. ~~common~~This ~~stock~~ is ~~not~~especially ~~based~~the oncase if ~~past~~an ~~earnings,~~investment ~~nor~~in isour ~~the~~company ~~price~~results ofin ~~our~~a ~~common~~ stock ~~indicative~~price ofas ~~the~~determined ~~current~~by the market ~~value~~less ofthan ~~the~~our ~~assets~~initial ~~owned by us~~offering. NoIn ~~valuation~~that orcase, shares ~~appraisal~~in ~~has been prepared for~~ our ~~business~~company ~~and~~could ~~potential~~be ~~business~~purchased ~~expansion.~~in ~~Our~~the ~~common~~open ~~stock~~market isbelow ~~presently~~our ~~not~~initial ~~traded~~offering onprice. ~~any~~This ~~market~~would orresult ~~securities~~in ~~exchange~~a ~~and~~loss weof ~~have not applied~~ money for ~~listing~~any orinvestors ~~quotation~~in onthis ~~any public market~~offering.

~~Since~~14. ~~none~~THERE ofARE ~~our~~NO ~~securities~~COMMITMENTS ~~are~~TO ~~listed~~PURCHASE orANY OF ~~quoted~~OUR onCOMMON ~~any~~STOCK ~~exchange~~OFFERED ~~or quotation system, the offering price of our common stock was unilaterally determined solely by our Board of Directors~~HEREUNDER.

~~The~~There ~~factors~~is no commitment of any kind on the part of anyone to purchase all or any part of the 5,000,000 shares being offered hereby; consequently, we ~~considered~~can ingive ~~determining~~no assurance that all or any of the shares will be sold. There is no minimum amount to be raised in this offering, ~~price~~investors ~~were~~may lose their entire investment if the offering does not raise enough funds to sustain your business. Management plans to solicit friends and acquaintances to purchase stock in this offering. Management believes there are a very limited number of purchasers of our common stock. Further, any purchasers of our common stock will not have any liquidity to sell their stock in our Company.

~~our~~15. ~~financial~~WE ~~condition~~DO ~~and~~NOT ~~prospects;~~HAVE INSURANCE AND, THEREFORE, LIABILITY WE INCUR COULD HAVE SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.

~~our~~We have limited ~~operating~~capital ~~history;~~and, therefore, we do not currently have a policy of insurance against liabilities arising out of the negligence of our officer and director and/or arising from deficiencies in any of our business operations. Even assuming we obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against us, our officers and directors, or our business operations or assets. Any such liability which might arise could be substantial and would likely exceed our total assets. However, our Articles of Incorporation and Bylaws provide for indemnification of officers and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons, it is the opinion of the U. S. Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

the general condition of the securities market; and

Management’s informal prediction of demand for securities such as the shares of common stock.

The offering price is not an indication of and is not based upon the actual value of the Company. The offering price bears no relationship to our book value, assets or earnings or to any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of our securities.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” beginning on page 3, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Business section beginning on page 16, the Management’s Discussion and Analysis or Plan of Operation section beginning on page 21, and those discussed elsewhere in this prospectus.

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading History

There is currently no public or other market for our Common Stock, and we cannot guarantee that any such market will develop in the foreseeable future. We intend to engage one or more registered broker-dealers to file an application with FINRA on our behalf so as to be able to quote the shares of our Common Stock on the over-the-counter bulletin board (the “OTCBB”) maintained by FINRA. As of the date of this prospectus, we have not identified any such broker-dealers and are not in negotiations with any such broker-dealers. There can be no assurance that any such broker-dealer will ever file such an application, or that such an application, if filed, will be accepted.

Our authorized capital stock consists of 100,000,000 shares of Common Stock, with a par value of $0.0001 per share and 10,000,000 shares of blank check preferred stock. As of September 28, 2011, there were 2,000,000 shares of our Common Stock issued and outstanding. Our shares are held by two (2) stockholders of record.

Share Purchase Warrants

Prior to this offering, 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. We do not have any stock option plans.

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.

~~DILUTION~~16. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND AS A RESULT, INVESTORS MAY BE MISLED AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR PREFERRED AND COMMON STOCK MAY BE NEGATIVELY AFFECTED.

~~Purchasers~~The ofSarbanes-Oxley ~~our~~Act ~~securities~~of in2002 ~~this~~requires ~~offering~~that we ~~will~~report ~~experience~~annually ~~immediate~~on ~~and substantial dilution in~~ the ~~net~~effectiveness ~~tangible book value~~ of ~~their~~our ~~common~~internal ~~stock~~control ~~from~~over ~~the~~financial ~~initial public offering price~~reporting. ~~Historical~~A ~~net~~"significant ~~tangible~~deficiency" means ~~book~~a ~~value~~deficiency ~~per~~or ~~share~~a combination of ~~common~~deficiencies, ~~stock~~in isinternal ~~equal~~control toover ~~our~~financial ~~total~~reporting ~~tangible~~that ~~assets~~is less ~~total~~severe ~~liabilities,~~than ~~divided~~a bymaterial weakness ~~the~~yet ~~number~~important ofenough ~~shares~~to ofmerit ~~common~~attention ~~stock~~by ~~outstanding~~those asresponsible offor ~~August~~oversight ~~31,~~of ~~2011.~~the ~~Dilution~~Company's infinancial ~~net~~reporting. ~~tangible~~A ~~book~~"material weakness" ~~value~~is ~~per~~a ~~share~~deficiency ~~represents~~or ~~the~~a ~~difference~~combination ~~between~~of ~~the~~deficiencies ~~amount~~in ~~per~~internal ~~share~~control ~~paid~~over byfinancial ~~purchasers~~reporting, ofsuch ~~shares~~that ofthere ~~our~~is a ~~common~~reasonable ~~stock~~possibility inthat ~~this~~a ~~offering~~material ~~and~~misstatement of the ~~net~~annual ~~tangible~~or ~~book~~interim ~~value~~financial ~~per~~statements ~~share~~will ofnot ~~our~~be ~~common~~prevented ~~stock~~or ~~immediately~~detected on ~~following~~a ~~this~~timely ~~offering~~basis. ~~The following table represents the related Dilution.~~

Shares Sold	1,200,000
Gross Proceeds less offering Expenses	95,000
Historical Net Tangible Book Value	(14,500	)
Historical Net Tangible Book Value Per Share	(0.0073	)
Increase per share to existing Shareholders	0.0324
Net Tangible Book Value Per Share After the Offering	0.0252
Dilution Per Share to New Shareholders	0.0748
Dilution Percentage to New Shareholders	74.84	%

As of December 31, 2020, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives.

~~DESCRIPTION~~In OFaddition, ~~BUSINESS~~in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

WeFailure ~~were~~to ~~incorporated~~provide ineffective ~~the~~internal ~~State~~controls may ofcause ~~Delaware~~investors onto ~~May~~lose ~~17,~~confidence ~~2011.~~in Weour ~~are~~financial areporting ~~development~~and ~~stage~~may ~~company~~negatively ~~and~~affect ~~from~~the price of our ~~inception~~preferred toand ~~date~~common stock. Moreover, weeffective ~~have~~internal ~~not~~controls ~~generated~~are ~~any~~necessary ~~revenue.~~to Weproduce ~~intend~~accurate, toreliable ~~focus~~financial onreports ~~leveraging~~and ~~the~~to ~~burgeoning~~prevent ~~interest~~fraud. If we have deficiencies in ~~art~~our ~~investment~~internal bycontrols ~~tailoring~~over ~~the~~financial ~~sales~~reporting, ~~process~~these ~~through~~deficiencies amay ~~novel~~negatively ~~direct~~impact ~~sales~~our ~~approach~~business and operations.

~~We have never declared bankruptcy, have never been in receivership, and we have never been involved in any legal action or proceedings~~17. WeYOU ~~have~~MAY ~~not~~FACE ~~made~~SIGNIFICANT ~~any~~RESTRICTIONS ~~significant~~ON THE ~~purchase~~RESALE orOF ~~sale~~YOUR ofSHARES ~~assets,~~DUE ~~nor~~TO ~~has~~STATE ~~our~~"BLUE ~~Company~~SKY" ~~been involved in any mergers, acquisitions or consolidations~~LAWS. Neither we, nor our officers, Directors, promoters or affiliates, have had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

~~The~~Each ~~international~~state ~~art~~has ~~market~~its isown ~~estimated~~securities atlaws, ~~$57~~often called ~~billion~~"blue insky" ~~annual~~laws, ~~sales1.~~which ~~Art~~(1) limit sales ~~channels~~of ~~include~~securities ~~auction~~to ~~houses,~~a ~~galleries~~state's residents unless the securities are registered in that state or ~~art~~qualify ~~dealers~~for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly byor ~~artists~~indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

Purchasers include:

- Collectors. Both museums and individuals purchase through all sales channels.

- Aesthetic buyers. People who purchase art for pleasure and to enhance their surroundings.

The general investment market covers investment in stocks and financial instruments, precious metals, real estate, and “investments of passion” such as luxury collectibles (cars, boats and airplanes), gems, antiques and art. Art accounted for 22% of investments of passion overall, but that share was higher among European high net worth individuals (27%) and highest among Latin American high net worth individuals (28%)2. Art is also most likely to be seen as a form of financial investment. In fact, in a survey, 42% of Advisors say they believe their high net worth clients invest in art primarily for its potential to gain value.3

With the number of millionaires in the world increasing by 8.3% in 20104, a sizeable number of people interested in investing in art are likely to be novices who lack the confidence and expertise required to make savvy investment decisions.

1 http://www.bloomberg.com/news/2011-03-14/china-s-8-3-billion-art-market-bests-u-k-as-world-s-no-2-research-says.html

2 http://www.capgemini.com/insights-and-resources/by-publication/world-wealth-report-2011/?d=BCD137B0-8001-3261-87C2-98873EFF1DF0

3 Capgemini/Merrill Lynch Global Wealth Management Financial Advisor Survey 2011

4 http://www.dailyfinance.com/2011/06/22/worlds-millionaires-increased-by-8-3-in-2010/

We ~~are~~do anot ~~development~~know ~~stage~~whether ~~company~~our ~~and~~securities will be registered or exempt from registration under the laws of any state. We have not ~~commenced~~yet ~~any~~applied ~~business~~to ~~operations~~have orour ~~generated~~securities registered in any ~~revenue~~state toand ~~date~~will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. We ~~currently~~will ~~have~~initially nofocus ~~employees~~our offering in the state of Delaware and we will rely on exemptions found in NRS 90.460 of the Delaware Revised Statutes. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our preferred and common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

As discussed in the Notes to Financial Statements included in this Registration Statement, as of August 31, 2011 we had no revenue and had negative cash flow of approximately $5,000 for the period from May 17, 2011 (inception) to August 31, 201118. ~~These~~LOW-PRICED ~~factors~~STOCKS ~~raise~~MAY ~~substantial~~AFFECT ~~doubt~~THE ~~that~~RESELL OF weOUR will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period from May 17, 2011 (inception) to August 31, 2011SHARES. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

WePenny doStock ~~not~~Regulation ~~have~~Broker-dealer practices in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a ~~physical~~price ~~office,~~of ~~but~~less wethan ~~maintain~~$5.00 an(other ~~address~~than atsecurities ~~1608~~registered on Scertain national securities exchanges or quoted on the NASDAQ system). ~~Ashland~~The ~~Ave~~penny ~~#70547~~stock rules require a broker-dealer, ~~Chicago~~prior to a transaction in a penny stock not otherwise exempt from the rules, ~~Illinois~~to ~~60608-2013.~~deliver ~~Our~~a ~~officers~~standardized risk disclosure document that provides information about penny stocks and ~~directors~~the ~~work~~risk ~~from~~associated ~~their~~with ~~homes~~the penny stock market. InThe broker-dealer must also provide the ~~future~~customer with current bid and offer quotations for the penny stock, ~~our~~the ~~employees~~compensation ~~may~~of ~~also~~the ~~work~~broker-dealer ~~from~~and ~~their~~its ~~homes~~salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In ~~Our~~addition, ~~telephone~~the ~~number~~penny isstock 1rules generally require that prior to a transaction in a penny stock; the broker-~~855-334-3331~~dealer must make a written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. WeThese disclosure requirements may have ~~reserved~~the effect of reducing the level of trading activity in the secondary market for a ~~web~~stock ~~address:~~that ~~http://www~~becomes subject to the penny stock rules.~~investment-art.info~~ When the Registration Statement becomes effective and the Company's securities become registered, ~~but~~the westock dowill likely have a trading price of less than $5.00 per share and will not ~~currently~~be ~~have~~traded anon any ~~operating~~exchanges. ~~web~~Therefore, ~~site~~the Company's stock is initially selling at $5.00 per share they will become subject to the penny stock rules and investors may find it more difficult to sell their securities, should they desire to do so.

Industry Background

The Global Art Market

The international art market is estimated at $57 billion in annual sales.

Current Art Sales Distribution Channels

Art is sold through three primary channels:

Auction houses - A small number of prominent international auction houses that deal in fine and decorative arts, including Sotheby’s, Christie’s, Bonhams, Dorotheum, Phillips de Pury and Swann dominate the popular conception. However, fine art is sold at local auction houses throughout the US and the world as part of estate sales and general auctions. In recent years, online auctions have become a major channel for selling art, with LiveAuctioneers.com, eBay Art and eWolfs leading a fragmented market.

Galleries and art dealers - Art galleries and dealers range from extremely knowledgeable fine art professionals, who represent both emerging and established artists, to cottage businesses selling crafts and mass reproductions. Higher quality galleries are generally found in urban art centers.

Artists - Many serious collectors of art and investors purchase art directly from the artist. This approach requires considerable expertise as well as investment in time to learn about artists, identify promising talent and develop relationships with artists.

In recent years, art fairs and shows have become an established feature of the art market. Both galleries and artists display at fairs.

Art Buyers

We believe that art buyers can be divided into three primary types of purchasers:

Collectors include museums and individuals who are knowledgeable about art and are seeking to create a meaningful and cohesive grouping of fine art. They generally purchase through all three distribution channels.

Investors in art may be collectors as well. However, their purchasing strategy is generally based on the likelihood of appreciation, rather than (or in addition to) aesthetic and conceptual considerations. Investors also purchase art from galleries, art dealers and at auction, as well as directly from artists.

Traditionally, individual investors have been high net worth individuals who worked with private advisors to build an investment-quality art collection. However, in recent years, art has emerged as a popular class of “passion investment” among investors who are not at the very top of the economic ladder5. In a recent survey, 37.4% of European, and 31.1% of North American millionaires indicated that they view art as the most fruitful passion investment. Ninety percent of these individuals had investible assets of between $1 and $5 million, and therefore invest in art at relatively low price points. With the number of millionaires in the world increasing by 8.3% in 2010, it is likely that a sizeable number of people interested in investing in art are novices who lack the confidence and expertise required to make savvy investment decisions.

Aesthetic buyers purchase individual works of fine art for the pleasure they afford them and to enhance their surroundings. Unlike the other segments, their purchases may not involve research or expertise. This segment tends to purchase primarily at art galleries.

We will primarily target investors in art and not the other two types of art purchasers.

5 http://www.capgemini.com/insights-and-resources/by-publication/world-wealth-report-2011/?d=BCD137B0-8001-3261-87C2-98873EFF1DF0

~~The~~SPECIAL ~~Art~~NOTE ~~Investment~~ABOUT ~~Market~~FORWARD-LOOKING STATEMENTS

~~The~~We ~~worldwide~~have ~~investment~~made ~~market~~forward-looking ~~encompasses~~statements ain this ~~large~~prospectus, ~~part~~including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include the ~~worldwide~~information ~~economy~~concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and ~~includes~~the ~~diverse~~effects ~~investments~~of ~~ranging~~competition. ~~through~~Forward-looking ~~stock~~statements ~~market~~include ~~investment~~all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," ~~real~~"expect," "anticipate," ~~estate~~"intend," ~~bonds~~"plan," "estimate" or similar expressions. These statements are only predictions and ~~much~~involve ~~more~~known and unknown risks and uncertainties, including the risks outlined under "Risk Factors" and elsewhere in this prospectus.

~~While~~Although ~~this~~we ~~larger~~believe ~~market~~that ~~can~~the beexpectations ~~numbered~~ reflected in ~~the~~our ~~trillions~~forward-looking ofstatements ~~dollars~~are reasonable, ~~only~~we acannot ~~fraction~~guarantee offuture ~~this is invested in “investments of passion”~~results, ~~including yachts~~events, ~~cars~~levels ~~and jets as well as art. Art accounted for 22%~~ of ~~investments~~activity, ~~of passion overall~~performance, or ~~but that share was higher among European high net worth individuals (27%) and highest among Latin American high net worth individuals (28%)6~~achievement. ~~Art~~We isare ~~also~~not ~~most~~under ~~likely~~any duty to beupdate ~~seen~~any ~~as a form~~ of ~~financial~~the ~~investment.~~forward-looking Instatements ~~fact,~~after inthe adate ~~survey, 42%~~ of ~~Advisors~~this ~~say~~prospectus ~~they~~to conform ~~believe~~these ~~their~~statements ~~high~~to ~~net~~actual ~~worth~~results, ~~clients~~unless ~~invest~~required inby ~~art primarily for its potential to gain value~~law.7

~~Characteristics~~USE ofOF ~~the Art Investment Market~~PROCEEDS

~~Art~~We aswill anot ~~Means~~receive any of ~~Diversifying~~the proceeds from the ~~Investment~~sale ~~Portfolio~~of the registered preferred stock or common shares being offered for sale by the selling security holder. However, we will receive up to $25,000,000 in proceeds from the sale of shares offered by us under this prospectus. The proceeds we receive shall be used to further our business operations. Management does not have any intentions of using the proceeds from to offering to repay any portion of recent related-party loans.

The market for fine art has remained remarkably robust and attractive. Prices for many types of art have retained a good deal of their value throughout the recent recession. In fact, recent research has indicated that because the return on art is not highly correlated with other asset classes, adding art to an investment portfolio offers significant diversification benefits.8 Research published by the economists Mei Jianping and Michael Moses shows annual returns on art averaging 7.7% on art between 1875 and 2000, compared with 6.6% from equities.9

Art as Affordable Luxury and Social/Cultural Currency

Until recently, art was considered a rarified investment that was limited to the highest strata of society. However, in the boom years of the past decade, financially successful, high-net worth professionals and business owners have developed a significant appetite for luxury, as well as interest in the cachet and status associated with owning and displaying original art10.

Fear of Buying

While many investors are attracted by the ability of art to hold its investment value, few feel qualified to successfully invest on their own. The careful calculation, objective data and measuring instruments that investors use to calculate the potential risk and return of investments simply do not apply to art. There are no identical units in art, making risk/return calculations impossible. Many potential buyers believe that only someone who is trained to evaluate the quality of the composition, the tonalities and the condition of the work, as well as the market is able to reliably invest successfully.

In addition to uncertainty regarding purchasing art to maximize return, many people lack confidence in their own aesthetic judgment. While the Internet has democratized the market to some extent and put art in easy reach of anyone who wishes to purchase it, many people still feel insufficiently educated to assess the quality of art. They are intimidated by the specter of walking into a gallery and appearing ignorant to the staff. The anonymity of the web leaves them concerned about the authenticity of the art that is offered online and the honesty of valuations, as well as unsure as to the quality of the art.

In the words of a blogger in the Midwest, “The reason people don’t buy art and, if they do, they don’t want to spend much money on it is fear. Fear that they are a sucker, are overpaying for something, and will look like an idiot one day because of it. Fear that they are being ripped off or taken advantage of by people much more knowledgeable than themselves. Fear that they can never get any resale value out of the work. Think about walking into a gallery like walking into a car dealership times twenty and you get the picture. Lots of angst.” 11

Advice is Essential to Drive Purchases

Potential investors in art are hungry for information and guidance. For instance, a series of podcasts in which art fund industry insiders are interviewed has attracted thousands of listeners who are seeking detailed information from art industry insiders12.

Art purchases can be substantially enhanced by deploying advisors with expertise in the aesthetic and financial aspects of purchasing art.

The Opportunity

The global financial crisis since 2008 has demonstrated the risks inherent in financial investing. With the continued volatility of the financial markets, we believe that many people are seeking tangible alternative investments.

6 http://www.capgemini.com/insights-and-resources/by-publication/world-wealth-report-2011/?d=BCD137B0-8001-3261-87C2-98873EFF1DF0

7 Capgemini/Merrill Lynch Global Wealth Management Financial Advisor Survey 2011

8 Art as a Financial Investment, by Rachel A.J. Campbell, Erasmus University Rotterdam, Maastricht University, March 2007

9 Art Funds feel a Revival as Economy Thaws Out, Nazanin Lankarani, New York Times, 9/4/2009

10 Art’s Anxiety Attack: Have Prices Finally Hit Their Peak?, by Lauren A.E. Shuker, The Wall Street Journal Online, 28 September 2007, reprinted at http://www.artresourcealliance.com/_images/in_the_news/wsj_09_28_07.pdf

11 Why Don’t People Buy Art?, by Aaron M. Renn, Urbanophile: Passionate About Cities, posted 18 April 2009, http://www.urbanophile.com/2009/04/18/why-dont-people-buy-art/

12 ArtTactic podcasts, cited in Art Funds Feel a Revival as Economy Thaws Out, by Nazanin Lankarani, New York Times Special Report: Investment in Art, 5 September 2009

~~Faced~~Use ~~with low interest rates and deep misgivings about investing in stocks or mutual funds, professionals worldwide are investing in attractive tangible assets such as art13. Many~~ of ~~these investors are particularly attracted to art for the enjoyment and beauty it adds to their lives, as well as for the associated social and cultural benefits it brings14.~~Proceeds

~~Fine~~Since ~~art~~there ~~has~~is ~~long~~no ~~served~~minimum ~~just this role for extremely wealthy individuals who could afford to hire art advisors~~offering, ~~and~~the ~~for~~following ~~art~~chart ~~cognoscenti.~~outlines the ~~Most~~use ~~potential~~of ~~investors~~proceeds, ~~however,~~after ~~have~~the ~~considered~~closing ~~purchasing~~of ~~art~~this tooffering bebased ~~beyond~~on ~~their~~different ~~understanding~~levels ~~and~~of ~~their~~the ~~financial~~offering ~~means—if~~'s ~~they thought about it at all~~success.

~~Over~~Percent ~~the~~of ~~past 15 years~~$25, ~~however~~000,000 ~~the~~Offering art market has become more democratic, more accessible and more international than at any other point in history15. While the market for fine art has functioned as a global market for many years, international trade has never before been as easy, as efficient and as accessible as it is now.Achieved

While it is now easier than ever to buy art, novice investors still need the assistance of an advisor who is qualified to identify valuable art, as well as a trusted dealer with the art world connections required to source investment quality art at prices that leave room for appreciation.

	25%	50%	75%	100%
Total Proceeds	$6,250,000	$12,500,000	$18,750,000	$25,000,000

Less: Offering Expenses

Commissions & Finders Fees	0	0	0	0
SEC Registration Fee	26	26	26	26
Legal Fees*	$15,000	$15,000	$15,000	$15,000
Audit fees*	$10,000	$10,000	$10,000	$10,000
Transfer Agent fees*	200	400	600	800
Copying*	50	50	70	100
Total Offering Expenses	$25,276	$25,476	$25,696	$25,026

Net Proceeds from Offering	$6,224,724	$12,474,524	$18,724,304	$24,974,974

~~Universal~~*Estimated Tech Corp. has adopted—and is implementing—a business model, which we believe will enable our sales force to effectively reach tens of thousands of potential investors; build trusting relationships; and provide the boutique service and support necessary to convert them into repeat purchasers of art. We believe that our connections and expertise will allow us to identify emerging artists worldwide and build an inventory of work that represents an attractive investment proposition for our customers while generating robust profits for the gallery. Expenses

~~Principle~~Below ~~Markets~~is a brief description of our estimated use of the net proceeds from this offering at $6,250,000, $12,500,000, 18,750,000 and ~~Marketing~~$25,000,000 ~~Strategy~~raised.

Our Target Market

$62,500,000			$12,500,000

Developers 360,000			Developers 1,200,000
Designer 160,000			Designer 160,000
Sales Team 60,000			Sales Team 600,000
Advertising 2,400,000			Advertising 3,600,000
Marketing 1,200,000			Marketing 2,200,000
Public Relations 120,000			Public Relations 300,000
Instructors 500,000			Brand Ambassadors 400,000
News/Press Releases 10,000			Content Writers 260,000
Investor Relations 240,000			Investor Relations 360,000
Filings 15,000			Instructors 1,000,000
Legal 30,000			News/Press Releases 10,000
Accounting 30,000			Filings 15,000
Rent/Utilities 65,000			Legal 30,000
Insurance 20,000			Accounting 30,000
Working Capital 500,000			Rent/Utilities 65,000
			Insurance 20,000
			Working Capital 2,250,000

Our target market is professionals and business owners who have income of approximately $250,000 per year or more, and who have not previously purchased art. We believe that these segments of the population have typically invested primarily in real estate and traditional financial instruments. However, in the wake of the downturn, we believe that many of these investors are seeking ways to diversify their investments with tangible assets.

$187,500,000			$25,000,000

Developers 1,200,000			Developers 2,000,000
Designer 320,000			Designer 320,000
Sales Team 1,200,000			Sales Team 1,500,000
Advertising 6,000,000			Advertising 6,000,000
Marketing 3,000,000			Marketing 3,000,000
Public Relations 600,000			Public Relations 600,000
Brand Ambassadors 800,000			Brand Ambassadors 800,000
Content Writers 520,000			Content Writers 520,000
Instructors/Performers 2,000,000			Investor Relations 720,000
News/Press Releases 40,000			Instructors/Performers 2,000,000
Investor Relations 720,000			News/Press Releases 40,000
Filings 15,000			Filings 15,000
Legal 60,000			Legal 60,000
Accounting 60,000			Accounting 60,000
Rent/Utilities 65,000			Rent/Utilities 120,000
Insurance 20,000			Insurance 60,000
Working Capital 2,130,000			Working Capital 7,185,000

Mr. Cohen has owned and operated the Basha Art Gallery in Jerusalem, Israel for the last six years. He began selling art four years before that. In Mr. Cohen’s experience, when clients are presented with the knowledge of art as an alternative investment and not just a “passion” purchase, it fuels clients interest in the artists’ showings, auction prices etc. In addition, it inspires clients to purchase art as an investment and not just as something to put on their living room wall.DILUTION

~~Our~~"Dilution" ~~Customer~~represents ~~Relations~~the ~~Strategy~~difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of ClassWorx, Inc. issued and outstanding stock. The following table sets forth on a pro forma basis at December 31, 2020, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price paid per share (assuming a proposed public offering price of $5.00 per share).

The ~~experience~~dilution ofcalculations ~~entering~~we ahave ~~gallery~~set isforth in ~~daunting~~this ~~for~~section ~~many~~reflect ~~first-time~~an ~~purchasers~~offering price of ~~art~~$5.00 Inper ~~fact, many potential art buyers will not enter a gallery for fear of appearing ignorant or unsophisticated~~share.

ByAs ~~bringing the gallery into the comfort zone~~ of ~~the~~December ~~home~~31, ~~or office~~2020, we ~~make~~had ita ~~easier~~net ~~for~~tangible book ~~potential~~value ~~art~~of ~~collectors~~$43,709 toor ~~become actual purchasers~~$(0.0004) Inper ~~addition,~~share byof ~~positioning~~issued ~~the purchase as an investment opportunity, our advisors can move the conversation into an area in which the professionals~~ and ~~small~~outstanding ~~business~~common ~~owners we are targeting feel a greater competence, i~~stock.~~e. investments.~~

Initially, Mr. Cohen and Ms. De Vincenz will be conducting the entire business process – from procurement to sales. Eventually, we hope to have the funding to hire sales representatives, whom we will train to be knowledgeable and professional art investment advisors, who will serve as reliable educators for our customers. We hope to train our art advisors to be skilled in discussing the financial advantages of art investment as well as in conveying the cultural and social advantages of owning and displaying fine art. Each customer will be paired with an art advisor who will serve that customer on a regular basis. Initially, Mr. Cohen will act as our sole art advisor. When the business expands and cash flow permits it, we plan to hire additional sales representatives who will be trained by Mr. Cohen.

Our Sales Strategy

We will utilize a three-stage direct marketing process to generate sales. The sales stages are as follows:

Lead generation. We will contract with a web programmer to design a web site to include Google ad-words that will show people surfing the web and searching for “art investment, investment in art, investing and related searches” a link to our web site and our landing page.

Potential customers will be presented with a landing page that will ask that they fill in their contact details in order to learn more about art as an investment.

13 Move towards investing in art, wine and other pleasurable assets, by Alison Steed,Telegraph.co.uk, published 15 June 2009

14 Art’s Anxiety Attack: Have Prices Finally Hit Their Peak?, by Lauren A.E. Shuker, The Wall Street Journal Online, 28 September 2007, reprinted at http://www.artresourcealliance.com/_images/in_the_news/wsj_09_28_07.pdf

15 A Collector’s Guide to the Exploding Art Market, by Dale Eastman, San Francisco Magazine, January 2008, http://www.sanfranmag.com/story/collectors-guide-exploding-art-market

~~People~~The ~~who~~following ~~have~~table ~~filled~~illustrates ~~out~~the ~~this~~dilution to ~~form~~the ~~are~~purchaser ~~considered~~of ~~“leads”~~the ~~and~~common ~~these~~stock ~~people~~in ~~will~~this ~~automatically be sent a pre-written emailed letter from our President and Director, Mr~~offering. ~~Cohen.~~

InDilution addition, those people who fill in their contact information will automatically be emailed a brochure showcasing several images of art pieces that have appreciated. This e-brochure will show how investing in art can pay off by detailing the prices paid for certain art pieces in the past and showing the sales prices of the exact piece at a later date.Table

Mr. Cohen will attempt to contact all leads by telephone. Eventually, the Company hopes to train telephone sales professionals, who will call these prospects and present the advantages of investing in art.

Funding Level		33%		66%		100%
Shares from offering at respective funding level		1,666,666		3,333,333		5,000,000
Proceeds	$	8,333,330	$	16,666,665	$	25,000,000
Offering price per share	$	5.00	$	5.00	$	5.00
Net tangible book value per share prior to offering	$	0.0004	$	0.0004	$	0.0004
Increase per share attributable to investors	$	0.0895	$	0.1758	$	0.2591
Net tangible book value per share after offering	$	0.0899	$	0.1762	$	0.2595
Dilution to investors	$	4.9101	$	4.8238	$	4.7405
Dilution as a percentage of offering price		98.20%		96.48%		94.81%

~~Brochure.~~DETERMINATION WeOF ~~will~~OFFERING send a glossy, high quality corporate art brochure to the home or office of all qualified leads within a short time of the initial discussion with them. The brochure will contain literature explaining the benefits of investing in art and will present our credentials as a reputable and upstanding dealer in fine art.PRICE

~~Closing~~There is no established public market for the shares ~~sale~~we are registering. ~~Shortly~~Since ~~after~~there is no established public trading market for our common stock, the ~~prospect~~common ~~receives~~shares offering price was arbitrarily established by us and bears no relationship to any objective criterion of value. Although the ~~brochure~~registrant's common stock has a par value of $0.001, Mrthe registrant believes that the calculation of $5.00 ~~Cohen~~per ~~(until~~share for wethe ~~are~~common ~~able~~shares tois ~~hire~~a ~~and~~bona ~~train~~fide ~~other~~estimate ~~art~~of ~~advisors~~the offering price in accordance with Rule 457(a). ~~will~~This price ~~call~~bears ~~the~~no ~~prospect~~relationship whatsoever to ~~close~~our anbusiness ~~initial~~plan, ~~sale~~the price paid for our shares by our founder, our assets, earnings, book value or any other criteria of ~~artwork~~value. No valuation or appraisal has been prepared for our business. The ~~customer~~offering ~~will~~price ~~thereafter~~should not be ~~contacted~~regarded byas aan ~~one~~indicator of the market price, if any, of the common stock that may develop in a trading market after this offering, which is likely to fluctuate. We cannot assure you that a public market for our ~~art~~securities ~~investment~~will ~~advisors~~develop ~~(initially~~or bycontinue Mror that the securities will ever trade at a price higher than the offering price. ~~Cohen~~The ~~until~~offering ~~such~~of the ~~time~~common asshares weis ~~are~~at ~~able~~a tofixed ~~hire~~price ~~and~~of ~~train~~$5.00 ~~art~~per ~~investment~~share ~~advisers)~~for ~~every~~the ~~four~~entire toduration ~~six~~of ~~months~~the ~~and~~offering. ~~presented~~The ~~with~~$5.00 ~~successive~~fixed ~~opportunities~~price toof ~~build~~the shares ~~his~~that ~~art~~are ~~investment~~being ~~portfolio~~offered on a best-efforts basis was arbitrarily determined.

~~Our~~PLAN ~~brochure,~~OF which will be updated regularly, will serve as our primary marketing material. It will contain an introduction to the benefits of investing in art, including reprints of relevant articles from reputable press outlets; information about some of the artists whose works are sold by us; and high quality illustrations of available art.DISTRIBUTION

The ~~Art~~Offering

WeThis ~~believe~~prospectus ~~that~~relates ~~Mr. Cohen is knowledgeable about identifying promising emerging artists whose work is likely~~ to ~~appreciate substantially as their careers develop, and knowledgeable about~~ the work of more established contemporary artists that is presently undervalued. With his excellent connections in the international art scene, we believe that Mr. Cohen is well-positioned to learn about and take advantage of opportunities to acquire investment quality art at exceptionally attractive prices.following:

~~Art~~We ~~Acquisition~~are offering up to a total of 5,000,000 shares. The offering price is at a fixed price $5.00 per share for the entire duration of the offering. The Offering will close on December 31, 2021 unless terminated earlier or extended by management for an additional six months, pursuant to the rules of the Securities Act of 1933.

In the tradition-bound world of art galleries, we believe that Universal Tech Corp. is highly skilled in identifying and taking advantage of opportunities to acquire investment-quality art. We plan to build our database of art for sale by focusing on fundamentals, by using our established connections, and by taking a nimble and iconoclastic approach to identifying and grooming promising emerging artists.20

~~Art~~The offering relates to the sale by us of up to 5,000,000 shares of common stock. Good funds are considered cashier's checks or personal checks that wehave ~~will~~cleared ~~sell~~the bank. There is no minimum for this offering. Therefore, after the funds are received and the subscription accepted, shares will be ~~acquired~~promptly issued ~~from~~by us to investors even if you are the ~~following~~sole ~~sources:~~purchaser in this offering. Investors do not have the right to withdraw invested funds. Therefore, once an investment is made, investors will not have the use or right to return of such funds during the offering period.

1.The ~~Contemporary~~offering ~~artists~~is being conducted on a self-underwritten, best ~~whom~~effort basis, which means our officer/director will attempt to sell the shares. We cannot assure you that all the shares offered under this prospectus will be sold. No one has committed to purchase any of the shares offered. Therefore, we may not be able to sell all of 5,000,000 shares in this offering. All subscription funds will ~~represent~~be held in our attorney's Trust Account.

2The shares will be offered at a fixed price of $5.00 ~~Other~~per ~~recognized~~share ~~contemporary~~from ~~artists~~the effective date of this prospectus until December 31, ~~whose~~2021 ~~work~~unless ~~can~~terminated beearlier ~~purchased~~or atextended by management for an ~~attractive~~additional ~~price/value~~six ~~point~~months, pursuant to the rules of the Securities Act of 1933. ~~These~~Certificates ~~works~~for shares purchased will be ~~purchased~~issued ~~from~~and ~~the~~distributed ~~artist~~promptly orafter ~~his~~any orshares ~~her~~are ~~agent~~sold, onthe ~~consignment~~subscription is accepted, and "good funds" are received in our escrow account.

3.The ~~Unanticipated~~proceeds ~~opportunities,~~from ~~about~~the ~~which~~sale ~~we will learn through word-~~of~~-mouth,~~ ~~and~~the ~~through~~shares ~~our~~in this ~~connections~~offering ~~with~~will ~~artists,~~be ~~art~~payable ~~world~~to ~~professionals~~ClassWorx, ~~gallery owners, and through a variety of other art-related connections~~Inc. ~~This includes artists and collectors who must sell works quickly due to financial pressures or for a variety of other reasons.~~

We reserve the right to withdraw or cancel this offering and to accept or reject any subscription in whole or in part, for any reason or for no reason, based on whether good funds are received or if we receive subscriptions for more than our 5,000,000 share offering. Subscriptions will be accepted or rejected promptly. All checks from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.

We have no intention of inviting broker-dealer participation in this offering.

Our officers and directors intends to seek to sell the common stock to be sold by us in this offering by contacting persons with whom she has had prior contact who have expressed interest in the Company, and by seeking additional persons who may have interest through various methods such as telephone, and email. Any solicitations by mail or email will be preceded by or accompanied by a copy of this Prospectus. We do not intend to offer the securities over the Internet or through general solicitation or advertising. Our sole officer and director are relying on an exemption from registration as a broker-dealer pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934 in that they are not statutorily disqualified, are not associated with a broker or dealer, are not receiving compensation related to these transactions, and perform substantial other duties for us.

We further represent:

Our officers and directors are not a broker, dealer or associated persons of brokers or dealers within the preceding 12 months; and

Our officers and directors have not participated in the selling offerings of securities for any issuer more than once every 12 months other than in reliance on Rule 3a4-1(a)4(1) or (a)4(iii).

ClassWorx, Inc. Common Stock is currently quoted on the OTC Markets, LLC’s Pink Current tier under the symbol CHNO. We intend to apply for admission to quotation of our securities on the OTC Markets OTCQB after we close this offering. The shares of ClassWorx, Inc. Common Stock distributed to stockholders will be freely transferable, except for (1) shares of ClassWorx, Inc. Common Stock received by persons who may be deemed to be affiliates of ClassWorx, Inc. under the Securities Act of 1933, as amended (the "Securities Act"); and (2) shares of ClassWorx, Inc. Common Stock received by persons who hold restricted shares of ClassWorx, Inc. common stock. Persons who may be deemed to be affiliates of ClassWorx, Inc. after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with ClassWorx, Inc. and may include certain directors, officers and significant stockholders of ClassWorx, Inc. Persons who are affiliates of ClassWorx, Inc. will be permitted to sell their shares of ClassWorx, Inc. Common Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Section 4(1) of the Securities Act and the provisions of Rule 144 thereunder.

ClassWorx, Inc. stockholders may sell their common stock following the Distribution. Whether an active trading market for ClassWorx, Inc. common stock will be maintained after the Distribution and the prices for ClassWorx, Inc. common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the shares, ClassWorx, Inc.'s results of operations, what investors think of ClassWorx, Inc. and its industries, changes in economic conditions in its industries and general economic and market conditions.

In addition, the stock market often experiences significant price fluctuations that are unrelated to the operating performance of the specific companies whose stock is quoted. Market fluctuations could have a material adverse impact on the trading price of the ClassWorx, Inc. Common Stock.

Admission to Quotation on the OTC Markets OTCQB

We hope to have our common stock be quoted on the OTC Markets OTCQB. If our securities are not quoted on the OTCQB, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTCQB differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.

To qualify for quotation on the OTC Markets OTCQB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTCQB our securities will trade on the OTCQB. We may not now or ever be qualified for quotation on the OTCQB. We have not begun the application process for listing on the OTCQB. We do not expect to begin the application process until we receive a notice of effectiveness for this Registration Statement and the shares have been distributed to our shareholders.

Selling Security Holder Distribution

We are bearing all costs relating to the registration of the common stock. We will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Penny Stock Regulations

You should note that our both our preferred and common stock are a penny stock. The U. S. Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing 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 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Blue Sky Restrictions on Resale

If the selling security holder wants to sell shares of our registered preferred stock or common stock under this registration statement in the United States, the selling security holder will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our preferred and common stock is exempt from registration with that state for secondary sales. Any person who purchases shares of our preferred and common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

EXPENSES OF ISSUANCE AND DISTRIBUTION

We have agreed to pay all expenses incident to the offering and sale to the public of the shares being registered other than any commissions and discounts of underwriters, dealers or agents and any transfer taxes, which shall be borne by the selling security holder. The expenses which we are paying are set forth in the following table.

Nature of Expenses:

U.S. Securities and Exchange Commission Registration Fee	$	26
Legal Fees and Miscellaneous Expenses*	$	15,000
Audit Fees*	$	10,000
Transfer Agent Fees*	$	800
Printing*	$	100

Total Expenses	$	25,926

*Estimated Expenses

Under the securities laws of certain states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. The selling stockholder is advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on behalf of the selling stockholder are registered to sell securities in all fifty states. In addition, in certain states the shares of common stock may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and we have complied with them. The selling stockholder and any brokers, dealers or agents that participate in the distribution of common stock are underwriters, and any profit on the sale of common stock by them and any discounts, concessions or commissions received by those underwriters, brokers, dealers or agents may be considered underwriting discounts and commissions under the Securities Act of 1933.

In accordance with Regulation M under the Securities Exchange Act of 1934, neither we nor the selling stockholder may bid for, purchase or attempt to induce any person to bid for or purchase, any of our preferred or common stock while we or they are selling stock in this offering. Neither we nor any of the selling stockholder intends to engage in any passive market making or undertake any stabilizing activity for our preferred or common stock. The selling stockholder will not engage in any short selling of our securities. Further, under the rules and regulations of FINRA any broker-dealer may not receive discounts, concessions, or commissions in excess of 8% in connection with the sale of any securities registered hereunder.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.0001, and 20,000,000 shares of preferred stock, par value $0.0001. As of December 31, 2020, there were 91,000,000 shares of our common stock issued and outstanding, held by 76 shareholders of record.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy. We have never issued any dividends and do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Stock Option Plan. We have not approved any stock option plans.

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time. The shares of our common stock offered may be resold without restriction or further registration under the Securities Act, except that any shares purchased by our "affiliates," as that term is defined under the Securities Act, may generally only be sold in compliance with Rule 144 under the Securities Act.

Rule 144

In general, Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, provides:

If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquirer or any subsequent holder of those securities.

If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquirer or any subsequent holder of those securities.

Except as provided in Rule 144, the amount of securities sold for the account of an affiliate of the issuer in reliance upon this section shall be determined as follows: If any securities are sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, the amount of securities sold, together with all sales of securities of the same class sold for the account of such person within the preceding three months, shall not exceed the greatest of: (A) one percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the issuer, or (B) the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h) of Rule 144, or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or (C) the average weekly volume of trading in such securities reported pursuant to an effective transaction reporting plan or an effective national market system plan during the four-week period specified in paragraph (e)(1)(ii) of Rule 144.

Notwithstanding paragraph (i)(1) of Rule 144, if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports, and has filed current "Form 10 information" with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed "Form 10 information" with the SEC.

The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC.

In order for Rule 144 to be available, ClassWorx, Inc. must have certain information publicly available. We plan to publish information necessary to permit transfer of shares of our common stock in accordance with Rule 144 of the Securities Act, in as much as we have filed the registration statement with respect to this prospectus.

DESCRIPTION OF BUSINESS

Company History

We were incorporated on May 17, 2011 as Bay Stakes Corp., a Delaware corporation.

Company Overview

ClassWorkx, Inc., a Delaware corporation, owns and operates ClassWorx, Inc., a Colorado corporation, that is doing business as ClassWorx. ClassWorx owns and operates the website www.classworx.com, which provides an internet based, global network directory of instructors, artists, musicians, chefs, tutors, professionals that want to join ClassWorx and host virtual events. The virtual events will utilize the popular platform Zoom to remotely deliver individual or group virtual events in a broad range of disciplines (“virtual classes and/or events”). The website provides instructors and event holders to create a profile and list their classes and event, both independent and those affiliated within organizations, so that individuals and groups can find them and choose to participate in classes or events. ClassWorx also provides Stripe as its payment processor for Host events on ClassWorx to charge a fee and get paid for the classes and events. ClassWorx offers instructors and event holders two methods of payments to ClassWorx. One is a monthly subscription paid to ClassWorx, Inc. The other is a ClassWorx host can opt-in to an 8% fee paid bases off of what the attendee pays to go attend and event or class.

ClassWorx.com website platform provides its products and services to a global market, which can consist of fitness instructors, chefs, musicians, artists, coaches, professionals and anyone who wants to host a virtual event through Zoom and have it listed on ClassWorx.com. ClassWorx provides members the ability to create their online profile, in ClassWorx.com post their event schedule or class schedule, connect with their Zoom and Stripe accounts which enables attendees to find upcoming events or classes they want to attend. Once the attendee selects the event they want to attend the Host can deliver to the attendee the live event virtually through Zoom and if the event is a paid for event charge the attendee through Stripe and receive their fee via the Stripe payment processor. ClassWorx will be marketing its platform and services to fitness instructors, chefs, musicians, artists, coaches, professionals and anyone who wants to host a virtual event.

Competition

We ~~are~~face ~~not~~significant competition ~~aware~~in almost every aspect of ~~any~~our ~~competition~~business, ~~that~~including isfrom ~~using~~companies ~~the~~such ~~precise~~as ~~approach~~Facebook, toInstagram, ~~art~~Twitter, ~~sales~~Youtube that offer weevents ~~propose~~virtually and allow members to ~~use~~post their schedule of upcoming virtual events. ~~However,~~These ~~there~~competitors ~~are~~which ~~many~~offer ~~traditional,~~a ~~large~~variety of ~~art~~Internet ~~galleries~~products, services, content, and ~~other~~online ~~dealers~~advertising offerings, as well as from mobile devices that ~~sell~~offer ~~art~~products ~~who~~and services ~~would~~that bemay ~~competing~~compete with ~~us.~~specific ~~These~~ClassWorx ~~would~~features. ~~include~~We ~~industry~~also ~~leaders~~face ~~like~~competition ~~Sotheby’s~~from traditional and ~~Christie’s,~~online asmedia ~~well~~businesses that asallow ~~other,~~individuals ~~smaller~~and ~~art~~organizations ~~sellers~~to list themselves in their directories.

~~Additionally,~~We ~~there~~currently are ~~companies~~not running ~~that~~paid ~~sell~~for ~~art~~advertising ~~over~~campaigns ~~the~~on ~~web~~ClassWorx, ~~which~~but ~~include~~we plan to in the ~~following~~future. ~~sites:~~When ClassWorx does offer paid for advertising we expect to face competition from these same companies. We compete broadly with Facebook, Instagram and Twitters social networking offerings along with Google, Yahoo and Bing for search queries. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become subject to additional competition.

~~http://www~~Some of our current and potential competitors have significantly greater resources and better competitive positions in certain markets than we do.~~artgallery~~ These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements.co Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies.~~uk/~~ Certain competitors, including Moxie, could use strong or dominant positions in one or more markets to gain competitive advantage against us in creating additional features that offers instructors with other options that Classworx may not offer or be able to offer. Other websites that do not exist yet could create similar features ClassWorx offers to compete with our market share. As a result, our competitors may acquire and engage users at the expense of the growth or engagement of our user base, which may negatively affect our business and financial results.

~~http://www.londonart.co.uk/~~31

~~http~~We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:~~//www.artbrokerage.com/~~

~~http://fineartamerica.com/~~• the usefulness, ease of use, performance, and reliability of our products compared to our competitors;

~~All~~• ofthe ~~these~~size ~~sellers~~ and ~~many~~composition ~~others~~of ~~are larger and better-known than we are, and many have significantly more resources at their disposal than we have at~~ our ~~disposal.~~user base;

•

the engagement of our users with our products;

•

the timing and market acceptance of our products and our tools;

•

our ability to monetize our products, including our ability to successfully monetize app usage;

Regulation

Number of Members on Zoom

How many users does zoom currently have?

300 million

Counting both free and paying users, Zoom has 300 million daily meeting participants. That's an increase of 2900% since December 31, 2019, when 10 million daily meeting participants logged on. Source: Business Insider. Mar 10, 2021

Management does not believe we have sufficient funds to pay for legal and accounting expenses to maintain our status as full reporting company for the next twelve (12) months. Based on this shortfall, management has agreed to donate sufficient funds to the company to keep it operational for the next twelve (12) months. Management has determined that an additional $1,000,000 will be needed to build its business operations to its full capacity. These funds will help finance the renting of additional office space, the hiring and training of additional employees, and the marketing efforts needed to fully launch our operations. In the meantime, management plans to initiate its business operations on a limited basis, by building a customer base and operating where it has the capacity to do so. Whether or not the Company raises any funds in this offering, it still plans to launch its business plan. If the Company is successful in raising the amount of this offering, $25,000,000, these funds would help the Company market and advertise its services.

There can be no assurance that the actual expenses incurred will not materially exceed our estimates in maintaining our fully reporting status. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement.

Marketing Strategy

Our marketing strategy is simple and direct:

Consumers will be marketed through the Internet, magazines and other electronic and print media

Targeted groups will be marketed by the branding of the ClassWorx, Inc. name and logo through specific media channels focused direct marketing campaigns, electronic media, trade shows, industry publications, newspapers, and other industry specific events, as well as traditional distribution channels.

Classworx will look to bring on Influencers in respective fields to increase brand recognition of Classworx.

Patents, Trademarks and Licenses

We own the following trademark:

ClassWorx

Employees

WeThe ~~presently~~Company ~~have~~currently has no employees. All of the business operational functions, ~~including~~are ~~development,~~performed ~~strategy,~~by ~~negotiations~~our officers and ~~clerical~~directors. ~~functions~~These ~~are~~individuals ~~currently~~perform ~~being~~all ~~provided~~of bythe ~~our~~job ~~executive~~functions for the Company. Our officers onplan ato ~~volunteer~~devote ~~basis~~20-30 hours per week of their time to our business.

WeThe ~~will~~Company's ~~not~~performance ~~hire~~is ordependent ~~employ~~on ~~any~~the performance ~~employees~~of ~~until~~its weofficers. ~~have~~In ~~sufficient~~particular, ~~funding~~the ~~for~~Company's ~~them.~~success ~~Initially~~depends ~~all~~on ~~work~~his ~~will~~ability beto ~~done~~develop bya ~~our~~business ~~directors~~strategy ~~and~~which ~~officers~~will be successful for the Company.

20The Company does not carry key person life insurance on any of its personnel. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.

~~Sales Staff~~35

~~When~~There ~~and~~can ifbe weno ~~have~~assurance that the ~~funding~~Company will be able to doretain ~~so,~~its wekey ~~hope~~managerial and technical personnel or that it will be able to ~~establish~~attract aand ~~small~~retain additional highly qualified technical and managerial personnel in~~-house~~ ~~call~~the ~~center~~future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, beamong ~~staffed~~other things, a large increase in the wages demanded by such ~~experienced~~personnel, ~~sales~~could ~~representatives~~have ~~and~~a ~~art~~material ~~investment~~adverse ~~advisors~~effect upon the Company's business, results of operations and iffinancial condition.

DESCRIPTION OF PROPERTY

~~The~~We ~~Company~~rent ~~has~~office anspace ~~address~~services ~~at 1608 S. Ashland Ave #70547, Chicago, Illinois 60608-2013. Our officers and directors work~~ from ~~their~~an ~~homes.~~office workplace ~~The~~at ~~Company~~5051 ~~does~~Peachtree ~~not~~Corners ~~own~~Cir ~~or lease any real property. In the future~~#200, ~~our~~Peachtree ~~employees may also work from their homes. We have not paid any rent since incorporation. When and if our operations expand sufficiently to justify the expense of having our own space~~Corners, weGA ~~will look for an appropriate facility~~30092.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

For the period ended August 31, 2011, we had no revenues. The period ended August 31, 2011 is measured from inception, which was May 17, 2011.

Expenses were $0 in the period ended August 31, 2011, but we accrued deferred offering costs of $19,500, all of which were related to this Offering.

For the period ended August 31, 2011 (from inception), we did not show a profit or loss, but we had negative cash flow of approximately $5,000.

Liquidity and Capital Resources

We do not have sufficient resources to effectuate our current business plan. Depending upon how much we raise in this Offering, we expect to incur a minimum of $15,000 in expenses during the next 12 months of operations (excluding offering expenses), including the following expenses:

Amount raised	$40,000		$80,000		$120,000
Offering Expenses	$	25,000	$	25,000	$	25,000
Online Marketing	$	4,000	$	16,000	$	30,000
Brochure Design	$	3,000	$	3,000	$	3,000
Brochure Print	$	1,000	$	4,000	$	5,000
Sales Staff	$	0	$	10,000	$	20,000
Travel	$	6,500	$	15,000	$	20,000
Telephone	$	500	$	4,000	$	8,000
Office equipment/ computer	$	0	$	3,000	$	9,000

Additionally, $10,000 will be needed for general working capital.

Accordingly, we will have to raise the funds to pay for these expenses. We hope to obtain funding by raising money in this Offering. If we do not succeed in raising sufficient funds through the Offering, we may have to borrow money from our officers, or issue additional debt or equity securities. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Our officers and directors have not committed to lending us money. Unless we are able to make arrangements to raise additional funds, our inability to raise funds will have a severe negative impact on our ability to remain a viable company.

Plan of Operation

In December 2011, we anticipate hiring a designer to design our web site.

In February 2012, we hope to have the same designer, prepare our on-line marketing materials (landing pages, e-letter, and e-brochure).

In March 2012, we intend to have our web-site programmed along with our landing pages linked to a database such as Goldmine so that our database can manage the leads that we hope to collect through our marketing efforts.

We also intend to launch our web site that month, using SEO (search engine optimization) through the use of Google ad-words.

By the end of the first quarter of 2012, we hope to already have a database of art-works for sale. We hope to have agreements in place with the sellers of these art works and we intend to design and print our Corporate Art Portfolio at this point in time.

We hope to commence sales in the second quarter of 2012.

Sales Process

Mr. Cohen will attempt to contact the people who have filled out the online lead forms and convince the potential customer to purchase artwork from the company. When we are able to hire a sales staff, Mr. Cohen will write a sales script that will be used by our art sales staff in making their sales pitches to qualified leads. The sales staff will educate the potential customer about art and convince him or her to take the opportunity to invest in a valuable piece of art that is now available at an attractive price.

The target price for a first sale will be $2,500.

If the customer agrees to purchase a piece of art, Mr. Cohen or the sales agent will email an agreement to the customer, which will lay out the terms of the transaction, and require the customer to wire funds to the Company’s account, including all shipping charges.

From time to time we may send a customer, who has purchased artwork from us, a newsletter highlighting information about the general art investment market, and showcasing any press information on either a sale of artwork by the artist whose work he purchased from us, or on our company.

A second contact will be made by telephone four to six months after the initial purchase, with the aim of closing an additional sale at a higher target price point of $4,500 on average. This process is repeated on a regular basis with increasing target prices for each purchase. It is assumed that a converted buyer will purchase art two to three times per year at $4,500 to $8,500 per purchase.

Additional Equity Raises

On May 18, 2011, the Company issued 1,500,000 shares of common stock to Mr. Avinoam Cohen, a director of the Company, for a $22,500 subscription receivable. Payment was received in 2011.

On May 23, 2011, the Company issued 500,000 shares of common stock to Ms. Anna Irena De Vincenz, a director of the Company, for a $7,500 subscription receivable. Payment was received in 2011.

Despite this, we still do not have sufficient resources to effectuate our business plan. As noted above, we expect to incur a minimum of $15,000 in expenses during the next twelve months of operations in addition to our offering expenses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

LEGAL PROCEEDINGS

~~There~~We are nonot ~~pending legal proceedings to which the Company is~~ a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to ~~the Company~~ or ~~has~~otherwise ~~a material interest adverse to the Company~~ involved in any ~~such~~legal proceedings.

~~DIRECTORS~~In the ordinary course of our business, ~~EXECUTIVE~~we expect ~~OFFICERS~~that from time to time we will be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, ~~PROMOTERS~~in ~~AND~~the ~~CONTROL~~opinion ~~PERSONS~~of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

~~Directors~~MANAGEMENT'S ~~and~~DISCUSSION ~~Executive~~AND ~~Officers~~ANALYSIS OR PLAN OF OPERATION

~~Set~~Disclaimer ~~forth~~Regarding ~~below~~Forward isLooking ~~certain information relating to our current directors and officers including their name, age, and business experience.~~Statements

Name and Business Address	Age	Position
Mr. Avinoam Cohen	38	President, CEO, Treasurer and Director
Ms. Anna Irena De Vincenz	50	Secretary and Director

You should read the following discussion in conjunction with our financial statements and the related notes and other financial information included in this Form S-1. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form S-1, particularly in the Section titled Risk Factors.

~~Mr.~~Although ~~Cohen~~the ~~has~~forward-looking ~~been~~statements ~~involved~~ in this Registration Statement reflect the ~~art~~good ~~market~~faith ~~since~~judgment ~~2006.~~of ~~From~~our ~~2006-2011~~management, hesuch ~~was~~statements ~~the~~can ~~Director~~only ofbe ~~the~~based ~~Basha~~on ~~Art~~facts ~~Gallery~~and infactors currently ~~Jerusalem,~~known ~~Israel~~by them. ~~Since 2010~~Consequently, heand ~~has~~because ~~also~~forward-looking ~~been~~statements are inherently subject to risks and uncertainties, the ~~CEO~~actual ofresults ~~New~~and ~~Vision~~outcomes ~~Gallery~~may indiffer ~~New~~materially ~~York~~from ~~City.~~the ~~From~~results ~~2005~~and outcomes discussed in the forward-~~2006~~looking Mrstatements. You ~~Cohen~~are ~~worked~~urged into acarefully ~~management~~review ~~position~~and asconsider athe ~~Director~~various atdisclosures ~~Feed~~made ~~Pro~~by ~~R&D,~~us ~~Dimona,~~in ~~Israel.~~this ~~From~~report ~~2001-2004,~~and ~~Mr.~~in ~~Cohen~~our ~~was~~other ~~the~~reports ~~director~~as we attempt to advise interested parties of ~~business~~the ~~development~~risks ~~for~~and ~~P.M.C.~~factors ~~Investment~~that ~~Group~~may inaffect ~~Jerusalem~~our business, ~~Israel~~financial condition, ~~which~~and ~~invests~~results inof operations ~~technology~~and ~~companies~~prospects.

Ms. De Vincenz holds a Ph.D in Archeology from the Department of Near Eastern Languages, Civilizations and Archeology of the Istituto Universitario Orientalo, Naples, Italy. Since 2004 Ms. De Vincens has been a Senior Fellow at the Albright Institute in Jerusalem, Israel. In 1984, Ms. De Vincenz received a PhD degree from the "Instituto per L'Art e Il Restauro" in Florence, Italy and did her internship in restoration at the Restoration Atelier of the Kurpfalzisches Museum in Heidelberg, Germany. Since 2008 she has been working as a curator at Basha Art Gallery.36

~~There~~Summary are no familial relationship among our directors and officers. None of our directors or officers is a director in any other reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries, or has a material interest adverse to the Company or to any of its subsidiaries.Overview

22Management believes, without any additional funding or revenues, the Company does not have sufficient cash to finance its operations for a period of twelve months, which estimate includes the additional expenses the Company will incur upon becoming a reporting company. We will apply any proceeds from future revenues to help cover our expenditures. At this time, management does not anticipate it will be required to seek outside funding to keep its business operational for the next twelve months. Our officers/directors have committed to contribute funds to the Company to keep it operational for the next twelve months. However, there is no guarantee that management will contribute such money when and in the amounts needed to continue operations.

~~Each~~If ~~director~~and ofwhen the ~~Company~~time ~~serves~~comes ~~for~~that awe ~~term~~seek offunding, we ~~one~~plan ~~year~~to orrely ~~until~~on ~~his~~equity ~~successor~~sales isof ~~elected~~our atcommon ~~the~~shares ~~Company’s~~in ~~annual~~order ~~shareholders’~~to ~~meeting~~continue ~~and~~to isfund ~~qualified,~~our ~~subject~~business tooperations. ~~removal~~Issuances byof ~~the~~additional shares ~~Company’s~~will result in dilution to our existing shareholders. ~~Each~~There ~~officer~~is ~~serves,~~no atassurance ~~the~~that ~~pleasure~~we ofwill ~~the~~achieve ~~board~~any of ~~directors,~~additional ~~for~~sales of aour ~~term~~equity ofsecurities ~~one~~or ~~year~~other ~~and~~financing ~~until~~to ~~the~~fund ~~successor~~our isbusiness ~~elected~~operations. atWe ~~the~~currently ~~annual~~have ~~meeting~~no ofagreements, ~~the~~arrangements ~~board~~or understandings with any person to obtain funds through bank loans, lines of ~~directors~~credit ~~and~~or isany ~~qualified~~other sources.

ItExplanatory isParagraph ~~expected~~in ~~that~~Our ~~our~~Independent Registered ~~directors~~Public ~~will~~Accounting ~~devote~~Firm ~~between three and five hours per week to our operations on an ongoing basis, and will devote whole days and even multiple days at a stretch when required.~~Report

Our independent accountants have included a paragraph in their most recent report, in our audited financial statements for the year ending December 31, 2020, regarding concerns about our ability to continue as going concern. We have further disclosed in our notes to the financial statements that we are dependent upon our ability to obtain financing and upon future profitable operations from the development of our business opportunities, and that there are no assurances that we will be able to meet our financial obligations in the future.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would apply to private companies. We are electing to delay such adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards at the same time as other public reporting companies that are not “emerging growth companies.”

In addition, we intend to rely on other exemptions from reporting and disclosure requirements that are offered by the JOBS Act, including (i) an exemption from the need to provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, and (ii) an exemption from the need to comply with any PCAOB requirement regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and our financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following our first sale of common equity securities under an effective registration statement or until we no longer qualify as an “emerging growth company,” whichever is earlier. For further information regarding disclosure and other exemptions available to us under the JOBS Act, please see “Prospectus Summary—The Company—Implications of Being an Emerging Growth Company.”

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which include the prices we will charge for our tour services. We do not engage in financial transactions for trading or speculative purposes.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. There are no family relationships among any of the directors and officers.

Name	Age	Positions and Offices Held
Raymond Firth	67	President and Director
Thomas Powers	45	Director

Management’s Experience

Raymond Firth. Mr. Firth joined the Air Force at the age of 18 and later went on to graduate from the University of Maryland. After graduating, Mr. Firth worked for Wang Laboratories in various roles from field engineer to Mid-South region business manager. During his time with Wang he also worked in Asia for approximately 17 years supporting government and corporate multinational accounts. After working at Wang, Mr. Firth moved back to the United States and started his own internet company. The company initially offered dialup internet access and later focused on business web application development and consulting. In 2005 Mr. Firth help launch TransWorldNews, and later Findit.com and other web properties. Mr. Firth leads the team of software engineers and designers working on ClassWorx.com web properties and ClassWorx mobile device applications.

Thomas Powers. Mr. Powers has an extensive sales and business development background as well as being a vacation rental property manager himself. Mr. Powers also founded Abodeca which is a direct booking vacation rental website that is now part of the Resortia family. Mr. Powers has proven success in many other B2B ventures including the Security Industry, Merchant Services, Point of Sale and SEO consulting with ClassWorx, Inc. This experience combined with first-hand knowledge of online marketing SEO and Social Media along with his recent sale of his Vacation Rental Property business and Real Estate makes him a valuable addition to the ClassWorx team.

Mr. Powers spends his time between Charleston, South Carolina and Bristol, Tennesse where he pursues a love of outdoor activities and family time. Mr. Powers has also traveled extensively and over the years built up a great understanding and network inside the Vacation Home Management industry. With his love of travel and people, he adds a real passion to the VR space with a sincere desire to help both guests and hosts connect to each other.

Board of Directors

Our board of directors consists of two members, who serve one-year terms without any compensation.

Audit Committee

The company does not presently have an Audit Committee. The members of the Board sit as the Audit Committee. No qualified financial expert has been hired because the company is too small to afford such expense.

Committees and Procedures

The registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.

The view of the board of directors is that it is appropriate for the registrant not to have such a committee because its directors participate in the consideration of director nominees and the board and the company is so small.

The members of the Board who acts as nominating committee is not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).

The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders.

The basis for the view of the board of directors that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company.

The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.

There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.

The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board.

Code of Ethics

We have not adopted a Code of Ethics for the Board and any salaried employees.

EXECUTIVE COMPENSATION

Listed below in the executive compensation table for the years ending December 31, 2020 and 2019.

Summary Compensation Table

Name and Principal Position	Fiscal Year ending December 31,	Salary ($)	Bonus ($)	Awards ($)	All Other Compsensation ($)	Total ($)
Raymond Firth, President/Director	2020	-0-	-0-	-0-	-0-	-0-
	2019	-0-	-0-	-0-	-0-	-0-
Thomas Powers, Director	2020	-0-	-0-	-0-	-0-	-0-
	2019	-0-	-0-	-0-	-0-	-0-

We do not have any employment agreements with our officers. We do not maintain key-person life insurance for any our executive officer/director. We do not have any long-term compensation plans or stock option plans.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer. There are no family relationships among our directors/officers.

Significant Employees

We have no significant employees other than Officers/Directors.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our directors or executive officers:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any
business entity; or

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee Financial Expert

We do not have an audit committee nor do we have an audit committee established at this time.

Auditors; Code of Ethics; Financial Expert

Our principal ~~registered~~ independent accountant is ~~Weinberg~~the firm &of ~~Baer~~Assurance Dimensions. We do not currently have a Code of Ethics applicable to our principal executive, ~~LLC~~financial and accounting officer. We do not have an audit committee or nominating committee.

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors, who are also our officers. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any ~~other~~current or potential conflicts of interest with any of our ~~executive~~ officers or /directors.

EXECUTIVE COMPENSATION

On May 18, 2011, the Company issued 1,500,000 shares of common stock to Mr. Avinoam Cohen, a director of the Company, for a $22,500 subscription receivable. Payment was received in 2011.

On May 23, 2011, the Company issued 500,000 shares of common stock to Ms. Anna Irena De Vincenz, a director of the Company, for a $7,500 subscription receivable. Payment was received in 2011.

We have no employment agreements with any of our directors or executive officers.

During the period ended August 31, 2011 (from inception), no stock options or stock appreciation rights were granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them held unexercised stock options as of August 31, 2011. We have no long-term incentive plans.

The following table sets forth information concerning the compensation paid or earned during the period ended August 31, 2011 for services rendered to our Company in all capacities by our principal executive officer and any officer with total compensation over $100,000 per year.

SUMMARY COMPENSATION TABLE

										Non-
										Equity		Nonqualified
Name										Incentive		Deferred
and						Stock		Option		Plan		Compensation		All other
principal		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
position	Year	($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Avinoam Cohen(1)	2011		0		0		0		0		0		0		0		0
Anna Irena De Vincenz (2)	2011		0		0		0		0		0		0		0		0

(1) Avinoam Cohen has been our President, Chief Executive Officer, Treasurer and Director since May 18, 2011.

(2) Anna Irena De Vincenz has been our Secretary and Director since May 23, 2011.

Outstanding Equity Awards

As of August 31, 2011, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards.

Compensation of Directors

NoWe ~~compensation~~did ~~was~~not ~~paid~~pay to our directors any compensation during ~~the~~fiscal ~~period~~year ~~ended~~ending ~~August~~December 31, ~~2011~~2019.

The following table sets forth information concerning the compensation paid or earned during the period ended August 31, 2011 to our directors.

DIRECTOR COMPENSATION

	Fees						Non-Equity		Non-Qualified
	Earned						Incentive		Deferred		All
	or Paid		Stock		Option		Plan		Compensation		Other
	in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(j)
Avinoam Cohen		0		0		0		0		0		0		0
Anna Irena De Vincenz		0		0		0		0		0		0		0

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of ~~September~~December 2831, ~~2011~~ 2020, the number of shares of ~~common~~Common ~~stock~~Stock ~~of our Company that are~~ beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “"beneficial ownership”" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 2,000,000 shares of our common stock issued and outstanding as of September 28, 2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Universal Tech Corp., 1608 S. Ashland Ave #70547, Chicago, Illinois 60608-2013.43

Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Avinoam Cohen (1)	Common		1,500,000		75	%
Anna Irena De Vincenz	Common		500,000		25	%
Directors and Officers as a Group (2 people)	Common		2,000,000		100	%

11/25/2020 New Issuance 1,000,000 Common 0.0001 Findit, Inc – Raymond Firth and Holly Andrews Share Exchange agreement Restricted 4(a)(1)

~~(1)~~11/25/2020 ~~Our~~New ~~President~~Issuance 40,000 ~~Chief~~Common ~~Executive~~0.0001 Joseph ~~Officer,~~Arruzza ~~Treasurer~~Share ~~and~~Exchange ~~Director~~agreement Restricted 4(a)(1)

11/25/2020 New Issuance 100,000 Common 0.0001 Thomas Powers Share Exchange agreement Restricted 4(2a)(1) 11/25/2020 ~~Our~~New ~~Secretary~~Issuance ~~and~~6,250 ~~Director~~Common 0.0001 Cameron Adair & Co – Cameron Adair Share Exchange agreement Restricted 4(a)(1)

11/25/2020 New Issuance 100,000 Common 0.0001 Wing Yi Cheung Share Exchange agreement Restricted 4(a)(1)

11/25/2020 New Issuance 100,000 Common 0.0001 Brandon Wright Share Exchange agreement Restricted 4(a)(1)

11/25/2020 New Issuance 2,857,572 Common 0.0001 Raymond Firth Share Exchange agreement Restricted 4(a)(1)

11/25/2020 New Issuance 2,857,572 Common 0.0001 Holly Andrews Share Exchange agreement Restricted 4(a)(1)

11/25/2020 New Issuance 200,000 Common 0.0001 Clark St Amant Share Exchange agreement Restricted 4(a)(1)

12/1/2020 New Issuance 1,000,000 Common 0.01 Jonas Hohenfield cash Restricted 4(a)(1)

The percentages below are calculated based on 91,500,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

TITLE OF CLASS	NAME OF BENEFICIAL OWNER AND POSITION	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS


Common Stock	Raymond Firth	40,870,536	44.7%


Common Stock	Holly Andrews	40,870,535	44.7%
DIRECTORS AND OFFICERS AS A GROUP

Common Stock (1 person) 40,970,536 45%

Raymond Firth, 5051 Peachtree Corners Circle, #200, Peachtree Corners, GA 30092

Holly Andrews, 5051 Peachtree Corners Circle, #200, Peachtree Corners, GA 30092

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

OnOur ~~May~~officers ~~18,~~and ~~2011,~~directors ~~the~~own ~~Company~~a ~~issued~~super ~~1,500,000 shares~~ majority of ~~common~~the ~~stock~~voting torights ~~Mr.~~in ~~Avinoam Cohen, a director of~~ the Company, ~~for~~as aoutlined ~~$22,500~~in ~~subscription~~the ~~receivable.~~ownership ~~Payment~~table ~~was received in 2011~~above.

24The Company's Director has contributed office space for our use for all periods presented. There is no charge to us for the space, and the director will not seek compensation for the use of this space.

OnOur ~~May~~officers ~~23,~~and ~~2011,~~directors ~~the~~can ~~Company~~be ~~issued~~considered promoters ~~500,000 shares~~ of ~~common~~ClassWorx, ~~stock to Ms~~Inc. ~~Anna~~in ~~Irena~~consideration Deof ~~Vincenz,~~their aparticipation ~~director~~and managing of the ~~Company,~~business ~~for~~of athe ~~$7,500~~company ~~subscription~~since ~~receivable.~~its ~~Payment was received in 2011~~incorporation.

~~The~~INDEMNIFICATION ~~shares~~FOR ~~that~~SECURITIES ~~were~~ACT ~~issued to Mr. Cohen and Ms. De Vincenz were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4.2 of the Securities Act.~~LIABILITIES

~~EXPENSES~~Our OFBy-laws ~~DISTRIBUTION~~provide to the fullest extent permitted by law, that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable.

We have agreed to pay all expenses incident to the offering and sale to the public of the shares being registered. The expenses which we are paying are set forth in the following table. All of the amounts shown are estimates except the SEC registration fee.44

Nature of Expense	Amount
Accounting fees and expenses	$	9,000.00
SEC registration fee	$	13.93
Legal fees and other expenses	$	16,000.00
Total	$	25.013.93

PLAN OF DISTRIBUTION

This prospectus relates to the registration of 1,200,000 common shares.

There is no current market for our shares

There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

The shares you purchase are not traded or listed on any exchange. We intend to have our common stock quoted on the OTC Bulletin Board. However, there is no assurance that we will be successful in finding a market maker who will be successful at having our shares quoted. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved, if ever.

The OTC Bulletin Board is maintained by the Financial Industry Regulatory Authority (FINRA). The securities traded on the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA brokers-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

DIVIDEND POLICY

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

SHARE CAPITAL

Security Holders

As of September 28, 2011, there were 2,000,000 shares of common stock issued and outstanding, which were held by two (2) stockholders of record.

Transfer Agent

We have not yet appointed a transfer agent.

Admission to Quotation on the OTC Bulletin Board

We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application. There is no assurance that a market maker will file an application for quotation of our stock, that such an application, if filed, will be accepted, or that if such application for quotation of our stock is accepted, a market in our common stock will develop or be sustained. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.

Description of Securities

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Certificate of Incorporation which has been filed as an exhibit to our registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 2,000,000 shares are issued and outstanding as of September 28, 2011, and 10,000,000 shares of blank check preferred stock of which none are issued and outstanding as of September 28, 2011. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. Provisions of Delaware law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company, even if such transactions would have significant benefits to our stockholders. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our Common Stock. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination.

Preferred Stock

We are currently authorized to issue 10,000,000 shares of blank check preferred stock.

Warrants and Options

Currently, there are no warrants, options or other convertible securities outstanding.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our Directors.

LEGAL MATTERS

~~Rimon~~The Law ~~Group,~~Offices P.of Thomas C. Cook has opined on the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements included in this prospectus and in ~~the~~this registration statement have been audited by ~~Weinberg~~Assurance ~~& Baer LLC~~Dimensions, an independent registered public ~~accountant,~~accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

~~INTEREST~~Interest OFof ~~NAMED~~Named ~~EXPERTS~~Experts ~~AND~~and ~~COUNSEL~~Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Certificate of Incorporation provides that to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our Certificate of Incorporation are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act ~~with~~of ~~the SEC for the securities offered hereby. This prospectus~~1933, ~~which~~as ~~constitutes a part of the registration statement~~amended, ~~does~~relating ~~not~~to ~~contain all of~~ the ~~information~~shares ~~set forth in the registration statement or the exhibits and schedules which are part~~ of ~~the~~common ~~registration~~stock ~~statement.~~being ~~For~~offered ~~additional~~by ~~information~~this ~~about~~prospectus, us and reference ~~our~~is ~~securities,~~made ~~we refer you~~ to ~~the~~such registration statement ~~and the accompanying exhibits and schedules~~. ~~Statements~~This ~~contained in this~~ prospectus ~~regarding~~constitutes the ~~contents~~prospectus of ~~any~~ClassWorx, ~~contract or any other documents to which we refer are not necessarily complete~~Inc. ~~In each instance, reference is made to the copy of the contract or document~~ filed as anpart ~~exhibit to~~ of the registration statement, and ~~each~~it ~~statement~~does isnot ~~qualified~~contain in all ~~respects~~information byin ~~that reference. Copies of~~ the registration statement, ~~and~~as ~~the~~certain ~~accompanying~~portions ~~exhibits~~have ~~and~~been omitted ~~schedules~~in ~~may~~accordance bewith ~~inspected~~the ~~without~~rules ~~charge (~~and ~~copies~~regulations ~~may be obtained at prescribed rates) at the public reference facility~~ of the ~~SEC~~Securities atand ~~Room~~Exchange ~~1024, 100 F Street, N~~Commission.~~E. Washington, D.C. 20549.~~

~~You~~We ~~can~~are ~~request~~subject ~~copies~~to the informational requirements of ~~these~~the ~~documents~~Securities ~~upon~~Exchange ~~payment~~Act of a1934 ~~duplicating~~which ~~fee~~requires byus ~~writing~~ to file reports, proxy statements and other information with the ~~SEC~~Securities and Exchange Commission. ~~You~~Such reports, proxy statements and other information may ~~call~~be inspected at public reference facilities of the SEC at ~~1-800-SEC-0330~~100 ~~for~~F ~~further~~Street ~~information~~N.E., onWashington ~~the~~D.C. ~~operation~~20549. Copies of ~~its~~such ~~public~~material ~~reference~~can ~~rooms.~~be ~~Our~~obtained ~~filings,~~from ~~including~~the Public Reference Section of the ~~registration~~SEC ~~statement~~at 100 F Street N.E., ~~will~~Washington, ~~also~~D.C. be20549 ~~available~~at toprescribed ~~you~~rates. onBecause we file documents electronically with the SEC, ~~Internet~~you ~~web~~may ~~site~~also ~~maintained~~obtain this information by visiting the SEC's Internet website at http://www.sec.gov.

29The public may read and copy any materials with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

~~UNIVERSAL~~We ~~TECH~~intend ~~CORP~~to furnish our stockholders with annual reports containing audited financial statements.

~~(A DEVELOPMENT STAGE COMPANY)~~45

Chill N Out Cryotherapy, Inc.

INDEX TO FINANCIAL STATEMENTS

~~AUGUST~~Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, ~~2011~~2020 and 2019 Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 Consolidated Statements of Stockholders Deficit for the years ended December 31, 2020 and 2019 Consolidated Statements of Cash Flows for the years months December 31, 2020 and 2019 Notes to the Consolidated Financial Statements (unaudited)

Report of Registered Independent Auditors	F-2
Financial Statements-
Balance Sheet as of August 31, 2011	F-3
Statements of Operations Cumulative from Inception through August 31, 2011	F-4
Statement of Stockholders’ Equity for the Period from Inception through August 31, 2011	F-5
Statements of Cash Flows Cumulative from Inception through August 31, 2011	F-6
Notes to Financial Statements	F-7

Report of Independent Registered Public Accounting Firm

~~F-1~~To the shareholders and the board of directors of ClassWorx, Inc. (Formerly Chill N Out Cyrotherapy, Inc.)

~~REPORT~~Opinion OFon ~~REGISTERED~~the ~~INDEPENDENT~~Financial ~~AUDITORS~~Statements

ToWe have audited the ~~Board~~accompanying consolidated balance sheets of ~~Directors~~ClassWorx, Inc. as of December 31, 2020 and ~~Stockholders~~2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

ofSubstantial ~~Universal~~Doubt ~~Tech~~about ~~Corp.:~~the Company’s Ability to Continue as a Going Concern

WeThe accompanying financial statements have ~~audited~~been ~~the~~prepared ~~accompanying~~assuming ~~balance~~that ~~sheets~~the ofCompany ~~Universal~~will ~~Tech~~continue ~~Corp.~~as (a ~~Delaware~~going ~~corporation~~concern. inAs ~~the~~discussed ~~development~~in ~~stage)~~Note as3 ofto ~~August~~the 31financial statements, the ~~2011~~Company ~~and~~has ~~the~~suffered ~~related~~recurring ~~statements~~losses offrom operations, ~~stockholders’~~and ~~equity,~~has ~~and~~a ~~cash~~significant ~~flows~~accumulated ~~for~~deficit. ~~the~~In ~~period~~addition, ~~from~~the ~~inception~~Company ~~(May~~continues to ~~17,~~experience ~~2011)~~negative ~~through~~cash ~~August~~flows ~~31,~~from ~~2011~~operations. These ~~financial~~factors ~~statements~~raise ~~are~~substantial ~~the~~doubt ~~responsibility~~about of the Company’'s ~~management~~ability to continue as a going concern. ~~Our~~Management's ~~responsibility~~plans isin regard to ~~express~~these anmatters ~~opinion~~are onalso ~~these~~described in Note 3. The financial statements ~~based~~do onnot include ~~our~~any ~~audit~~adjustments that might result from the outcome of this uncertainty.

WeBasis conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.Opinion

InThese ~~our~~financial ~~opinion,~~statements are the ~~financial~~responsibility ~~statements~~of ~~referred~~the toCompany's ~~above~~management. ~~present~~Our ~~fairly,~~responsibility inis ~~all~~to ~~material~~express ~~respects,~~an opinion on the Company's financial ~~position~~statements based ofon ~~Universal~~our ~~Tech Corp~~audit. asWe ofare ~~August~~a ~~31,~~public ~~2011~~accounting ~~and~~firm registered with the ~~results~~Public ofCompany ~~its~~Accounting ~~operations~~Oversight ~~and~~Board ~~its~~(United ~~cash~~States) ("PCAOB") ~~flows~~and ~~from~~are ~~inception~~required ~~(May~~to ~~17,~~be ~~2011)~~independent ~~through~~with ~~August~~respect ~~31,~~to ~~2011~~the Company in ~~conformity~~accordance with ~~accounting~~the ~~principles~~U.S. ~~generally~~federal ~~accepted~~securities laws inand the ~~United~~applicable ~~States~~rules and regulations of ~~America~~the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~accompanying~~conducted ~~financial~~our ~~statements~~audit ~~have~~in ~~been~~accordance with ~~prepared~~the ~~assuming~~standards ~~that~~of the ~~Company~~PCAOB. ~~will~~Those ~~continue~~standards asrequire athat ~~going~~we ~~concern.~~plan Asand ~~discussed~~perform inthe ~~Note~~audit 2 to ~~the~~obtain ~~financial~~reasonable ~~statements,~~assurance ~~the~~about whether ~~Company is in~~ the ~~development~~financial ~~stage,~~statements ~~and~~are ~~has~~free ~~not~~of ~~established~~material ~~any~~misstatement, ~~source~~whether ofdue ~~revenue~~ to ~~cover~~error ~~its~~or ~~operating costs~~fraud. AsThe ~~such,~~Company itis ~~has~~not ~~incurred~~required to anhave, ~~operating~~nor ~~loss~~were ~~since~~we ~~inception.~~engaged ~~Further~~to perform, asan audit of ~~August~~its ~~31,~~internal ~~2011,~~control ~~the~~over ~~cash~~financial ~~resources~~reporting. As part of ~~the~~our ~~Company~~audits ~~were~~we ~~insufficient~~are required to ~~meet~~obtain ~~its~~an ~~planned~~understanding ~~business~~of ~~objectives.~~internal ~~These~~control ~~and~~over ~~other~~financial ~~factors~~reporting ~~raise~~but ~~substantial~~not ~~doubt~~for ~~about~~ the ~~Company’s~~purpose ~~ability~~of toexpressing ~~continue~~an asopinion on athe ~~going~~effectiveness ~~concern.~~of ~~Management~~the Company’s ~~plan~~internal ~~regarding~~control ~~these~~over ~~matters is also described in Note 2 to the~~ financial ~~statements~~reporting. ~~The~~Accordingly, ~~financial~~we ~~statements~~express dono ~~not~~such ~~include any adjustments that might result from the outcome of this uncertainty~~opinion.

~~Respectfully~~Our ~~submitted~~audit included performing procedures to assess the risks of material misstatement of the financial statements, ~~/s/~~whether ~~Weinberg~~due &to ~~Baer~~error ~~LLC~~or ~~Weinberg~~fraud, &and ~~Baer~~performing ~~LLC~~procedures that ~~Baltimore~~respond to those risks. Such procedures included examining, ~~Maryland~~on ~~September~~a 15test basis, ~~2011~~evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~F-2~~/s/ BF Borgers CPA PC

~~UNIVERSAL~~BF ~~TECH~~Borgers ~~CORP.~~CPA PC

(AWe ~~DEVELOPMENT~~have ~~STAGE~~served ~~COMPANY)~~as the Company's auditor since 2021

~~BALANCE~~Lakewood, ~~SHEET~~CO

ASMay ~~OF AUGUST~~ 31, ~~2011~~2021

		As of
CHILL N OUT CRYOTHERAPY, INC. CONSOLIDATED BALANCE SHEETS
		August 31,
	December 31,
		2011
	2020			2019
ASSETS
Current Assets:
Deferred offering costs		$	19,500
Cash	$	8,937		$	5,423
Total current assets		8,937	~~19,500~~		5,423
Total Assets		$	19,500
Other Assets:
LIABILITIES AND STOCKHOLDERS' EQUITY
Website, net		34,872			-
Current Liabilities:
Total Assets	$	43,809		$	5,423
Accounts payable and accrued expenses		$	14,500
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total Current Liabilities			14,500
Current Liabilities:
Commitments and Contingencies			-
Advance – related party	$	100		$	-
Stockholders' Equity (Deficit):
Loan payable – related party – discontinued operations		-			142,516
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized			-
Total current liabilities		100			142,516
Common stock, par value $0.0001 per share, 100,000,000 shares authorized; 2,000,000 shares issued and outstanding			200
Total Liabilities		100			142,516
Additional paid-in capital			29,800
Stockholders’ Equity (Deficit):
Stock subscriptions receivable			(25,000	)
Preferred Stock par value $0.0001, 20,000,000 shares authorized; no shares issued and outstanding		-			-
(Deficit) accumulated during development stage			-
Common Stock par value $0.0001, 1,000,000,000 shares authorized; 91,000,000 and 82,738,606 shares issued and outstanding, respectively		9,100			8,274
Total stockholders' equity (deficit)			5,000
Additional paid in capital		475,347			267,819
Total Liabilities and Stockholders' Equity		$	19,500
Accumulated Deficit		(440,738)			(413,186)
Total Stockholders’ Deficit		43,709			(137,093)
Total Liabilities and Stockholders’ Deficit	$	43,809		$	5,423

The accompanying notes toare an integral part of these consolidated financial statements ~~are~~.

an integral part of these statements.

CHILL N OUT CRYOTHERAPY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended December 31,
	2020		2019

Operating Expenses:
General and administrative	$	2,371	$	3,142
Total operating expenses		2,371		3,142

Loss from operations		(2,371)		(3,142)

Loss before provision for income taxes		(2,371)		(3,142)
Provision for income tax		-		-
Net Loss from continuing operations		(2,371)		(3,142)
Net loss from discontinued operations		(25,181)		(89,772)
Net Loss	$	(27,552)	$	(92,914)

Loss per share, basic and diluted	$	(0.00)	$	(0.00)
Weighted average shares outstanding, basic and diluted		83,536,990		82,738,606

~~F-3~~The accompanying notes are an integral part of these consolidated financial statements.

UNIVERSAL TECH CORP.

CHILL N OUT CRYOTHERAPY, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
	Common Stock			Additional		Accumulated
	Shares	Amount		Paid in Capital		Deficit		Total
Balance, December 31, 2018	82,738,606	$	8,274	$	267,819	$	(320,272)	$	(44,179)
Net Loss	-		-		-		(92,914)		(92,914)
Balance, December 31, 2019	82,738,606		8,274		267,819		(413,186)		(137,093)
Forgiveness of related party debt	-		-		162,486		-		162,486
Shares issued for cash	1,000,000		100		9,900		-		10,000
Shares issued for share exchange	6,261,394		626		(626)		-		-
Shares issued for purchase of website	1,000,000		100		35,768		-		35,868
Net Loss	-		-		-		(27,552)		(27,552)
Balance, December 31, 2020	91,000,000	$	9,100	$	475,347	$	(440,738)	$	43,709

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~are an integral part of these consolidated financial statements.

STATEMENTS OF OPERATIONS

CHILL N OUT CRYOTHERAPY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Years Ended December 31,
	2020		2019
Cash flow from operating activities:
Net Loss	$	(27,552)	$	(92,914)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		996		-
Changes in operating assets and liabilities:
Accounts payable		-		(108)
Net cash used by operating activities		(26,556)		(93,022)

Cash flows from financing activities:
Proceeds from loan payable – related party		20,070		98,445
Proceeds from the sale of common stock		10,000		-
Net cash provided by financing activities		30,070		98,445

Net increase in cash		3,514		5,423
Cash at beginning of year		5,423		-
Cash at end of year	$	8,937	$	5,423

Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-
Supplemental Disclosures:
Forgiveness of related party debt	$	162,487	$	-

~~CUMULATIVE~~The ~~FROM~~accompanying ~~INCEPTION~~notes ~~(MAY~~are ~~17,~~an ~~2011)~~integral part of these consolidated financial statements.

~~THROUGH~~CHILL ~~AUGUST~~N ~~31,~~OUT ~~2011~~CRYOTHERAPY, INC.

	Cumulative
	From
	Inception
Revenues	$	-
Expenses:
Total general and administrative expenses		-
		-
(Loss) from Operations		-
Provision for income taxes		-
Net (Loss)	$	-
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	-
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		1,957,944

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~DECEMBER ~~accompanying~~31, ~~notes to financial statements are~~2020

anNOTE ~~integral~~1 ~~part~~– ofORGANIZATION ~~these~~AND ~~statements.~~DESCRIPTION OF BUSINESS

~~F-4~~Chill N Out Cryotherapy, Inc. (the “Company”) was incorporated in the State of Delaware on May 17, 2011. On January 23, 2018, the financial Industry Regulatory Authority (FINRA) approved our corporate name change to Chill N Out Cryotherapy, Inc. effective January 25, 2018.

~~UNIVERSAL~~On ~~TECH~~November ~~CORP~~19, 2020, the Company entered into a share exchange agreement with Classworx, Inc. a Colorado corporation, along with its asset classworx.com. As part of the acquisition, the company has appointed a new Board of Directors which is comprised of Raymond Firth and Thomas Powers. Pursuant to the terms of the agreement the company issued 7,261,394 shares of common stock in exchange for 2,000 shares of stock of Classworx.

(AClassWorkx, ~~DEVELOPMENT~~Inc., ~~STAGE~~a ~~COMPANY)~~Delaware corporation, owns and operates ClassWorx, Inc., a Colorado corporation, that is doing business as ClassWorx. ClassWorx owns and operates the website www.classworx.com, which provides an internet based, global network directory for instructors, artists, musicians, chefs, tutors, professionals that want to join ClassWorx and host virtual events through Zoom and receive payments through Stripe.

~~STATEMENT~~NOTE 2 - SUMMARY OF ~~STOCKHOLDERS'~~SIGNIFICANT ~~EQUITY~~ACCOUNTING POLICIES

~~FOR~~Basis ~~THE~~of ~~PERIOD FROM INCEPTION (MAY 17, 2011)~~presentation

~~THROUGH~~The ~~AUGUST~~Company’s 31consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements reflect all adjustments, ~~2011~~consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown.

										(Deficit)
										Accumulated
					Stock			Additional		During the
	Common stock				Subscriptions			Paid-in		Development
Description	Shares		Amount		Receivable			Capital		Stage		Totals
Balance - at inception		-	$	-	$	-		$	-	$	-	$	-
Common stock issued for cash ($0.015/share)		2,000,000		200		(25,000	)		29,800		-		5,000
Net (loss) for the period		-		-		-			-		-		-
Balance -August 31, 2011		2,000,000		200		(25,000	)		29,800		-		5,000

Use of estimates

The ~~accompanying~~preparation ~~notes~~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 ~~are~~the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

anCash ~~integral part of these statements.~~equivalents

~~F-5~~The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December 31, 2020 or 2019.

~~UNIVERSAL~~Principles ~~TECH~~of ~~CORP.~~consolidation

(AThe ~~DEVELOPMENT~~Company’s ~~STAGE~~consolidated ~~COMPANY)~~financial statements include the accounts of the Company and its wholly owned subsidiary, Classworx, Inc. All significant intercompany transactions and balances have been eliminated.

~~STATEMENTS~~Stock-based ~~OF CASH FLOWS~~Compensation

~~CUMULATIVE~~In ~~FROM~~June 2018, ~~INCEPTION~~the ~~(MAY~~FASB 17issued ASU 2018-07, ~~2011~~Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements.

~~THROUGH~~Fair ~~AUGUST~~value ~~31,~~of ~~2011~~financial instruments

	Cumulative
	From
	Inception
Operating Activities:
Net (loss)	$	-
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Deferred offering costs		(19,500	)
Accounts payable and accrued liabilities		14,500
Net Cash Used in Operating Activities		(5,000	)
Investing Activities:
Cash provided by investing activities		-
Net Cash Provided by Investing Activities		-
Financing Activities:
Proceeds from common stock		5,000
Net Cash Provided by Financing Activities		5,000
Net (Decrease) Increase in Cash		-
Cash - Beginning of Period		-
Cash - End of Period	$	-
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-
Income taxes	$	-

The Company 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:

~~The~~Level ~~accompanying~~1: ~~notes~~Quoted tomarket ~~financial~~prices ~~statements~~available ~~are~~in anactive ~~integral~~markets ~~part~~for identical assets or liabilities as of ~~these~~the ~~statements~~reporting date.

~~F-6~~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.

~~UNIVERSAL~~Level ~~TECH~~3: ~~CORP.~~Pricing (Ainputs ~~DEVELOPMENT~~that ~~STAGE~~are ~~COMPANY)~~generally unobservable inputs and not corroborated by market data.

~~NOTES~~The TOcarrying ~~FINANCIAL~~amount ~~STATEMENTS~~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 December 31, 2020.

1.Revenue ~~Summary of Significant Accounting Policies~~recognition

~~Basis~~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 ~~Presentation~~ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and ~~Organization~~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.

~~Universal~~Income Tech Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on May 17, 2011. The business plan of the Company is to become a leading company in the field of direct marketing and sale of art. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.taxes

~~Cash~~The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and ~~Cash~~liabilities ~~Equivalents~~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.

~~For~~The ~~purposes~~Company adopted section 740-10-25 of ~~reporting~~the FASB ~~within~~Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the ~~statement~~determination of ~~cash~~whether ~~flows~~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 ~~considers~~may ~~all~~recognize ~~cash~~the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on ~~hand~~examination by the taxing authorities, ~~cash~~based ~~accounts~~on ~~not~~the technical ~~subject~~merits toof ~~withdrawal~~the ~~restrictions~~position. The ortax 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 ~~all~~requires ~~highly~~increased ~~liquid~~disclosures. The ~~debt~~Company ~~instruments~~had ~~purchased~~no ~~with~~material aadjustments ~~maturity~~to ofits ~~three~~liabilities ~~months~~for orunrecognized income ~~less~~tax benefits according to bethe ~~cash~~provisions ~~and~~of ~~cash~~Section ~~equivalents~~740-10-25.

~~Revenue~~Net ~~Recognition~~income (loss) per common share

~~The~~Net ~~Company~~income is(loss) inper ~~the~~common ~~development~~share ~~stage~~is ~~and~~computed pursuant ~~has~~to ~~yet~~section to260-10-45 ~~realize~~of ~~revenues~~the ~~from~~FASB ~~operations~~Accounting Standards Codification. Basic ~~Once~~net ~~the~~income ~~Company~~(loss) ~~has~~per ~~commenced~~common ~~operations,~~share itis computed ~~will~~by ~~recognize~~dividing ~~revenues~~net ~~when~~income ~~delivery~~(loss) ofby ~~goods~~the orweighted ~~completion~~average number of ~~services~~shares ~~has~~of ~~occurred~~common ~~provided~~stock ~~there~~outstanding isduring ~~persuasive~~the ~~evidence~~period. Diluted ofnet anincome ~~agreement,~~(loss) ~~acceptance~~per ~~has~~common ~~been~~share ~~approved~~is computed by ~~its~~dividing ~~customers,~~net income (loss) by the ~~fee~~weighted isaverage ~~fixed~~number orof ~~determinable~~shares of ~~based~~common onstock and potentially outstanding shares of common stock during the ~~completion~~period. The weighted average number of ~~stated~~common shares ~~terms~~outstanding and ~~conditions,~~potentially ~~and~~outstanding ~~collection~~common shares assumes that the Company incorporated as of ~~any~~the ~~related~~beginning ~~receivable~~of isthe ~~probable~~first period presented. There are no potentially dilutive common shares for the years ended December 31, 2020 and 2019.

~~Loss~~Recently ~~per~~issued ~~Common~~accounting ~~Share~~pronouncements

~~Basic~~The ~~loss~~Company ~~per~~has ~~share~~implemented isall ~~computed~~new byaccounting pronouncements ~~dividing~~that ~~the~~are ~~net~~in ~~loss~~effect. These ~~attributable~~pronouncements todid ~~the~~not ~~common~~have ~~stockholders~~any bymaterial ~~the~~impact ~~weighted~~on ~~average~~the ~~number~~financial ofstatements ~~shares~~unless otherwise ofdisclosed, ~~common~~and ~~stock outstanding during~~ the ~~period.~~Company ~~Fully~~does ~~diluted~~not ~~loss~~believe ~~per share is computed similar to basic loss per share except~~ that ~~the~~there ~~denominator~~are isany ~~increased~~other tonew ~~include~~accounting ~~the~~pronouncements ~~number of additional common shares~~ that ~~would~~ have been ~~outstanding if the potential common shares had been~~ issued that ~~and~~might ifhave ~~the~~a ~~additional~~material ~~common~~impact ~~shares~~on ~~were~~its ~~dilutive. There were no dilutive~~ financial ~~instruments~~position ~~issued~~ or ~~outstanding~~results ~~for~~of ~~the period ended August 31, 2011~~operations.

~~Income~~NOTE ~~Taxes~~3 – GOING CONCERN

~~The~~Our ~~Company~~consolidated financial ~~accounts~~statements ~~for~~have ~~income~~been ~~taxes~~prepared ~~pursuant~~on toa ~~FASB~~going ~~ASC~~concern ~~740.~~basis, ~~Deferred~~which ~~tax~~assumes that the Company will be able to realize its assets and discharge its liabilities ~~are~~and ~~determined~~commitments ~~based~~in onthe ~~temporary~~normal ~~differences~~course ~~between~~of business for the ~~bases~~foreseeable offuture. ~~certain~~The ~~assets~~Company ~~and~~has ~~liabilities~~just ~~for~~begun ~~income~~its ~~tax~~operations and ~~financial~~does ~~reporting~~not ~~purposes~~yet have sufficient revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ~~deferred~~ability ~~tax~~to ~~assets~~continue ~~and~~as ~~liabilities~~a ~~are~~going ~~classified~~concern ~~according~~is dependent upon generating profitable operations in the future and/or to obtain the ~~financial~~necessary ~~statement~~financing ~~classification~~to ofmeet the ~~assets~~Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with increase revenue and related party loans when necessary. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations. The financial statements of the Company ~~differences~~do not include any adjustments that may result from the outcome of these uncertainties.

~~The~~NOTE ~~Company~~4 ~~maintains~~– a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.WEBSITE

~~Changes~~On inNovember ~~circumstances~~25, 2020, ~~such~~the asCompany issued 1,000,000 shares of the ~~Company~~common ~~generating~~stock ~~taxable~~to ~~income~~Findit, ~~could~~Inc. ~~cause~~in aexchange ~~change~~for technical services provided in ~~judgment~~the building ~~about~~or the ~~realizability~~website. ofFindit, Inc. has the ~~related~~same ~~deferred~~majority ~~tax~~shareholders ~~asset~~as the Company. ~~Any~~The ~~change~~shares inwere valued at the ~~valuation~~cost ~~allowance~~of the ~~will~~services beprovided ~~included~~of in$35,868. ~~income~~Assets instated ~~the~~at ~~year~~cost, ofless ~~the~~accumulated ~~change~~amortization inconsists of ~~estimate.~~the following:

F-7

Website	$	35,868
Less: accumulated amortization		(996)
Asset, net	$	34,872

~~Fair~~Amortization ~~Value~~expense offor ~~Financial~~the ~~Instruments~~year ended December 31, 2020 was $996.

~~The~~NOTE ~~Company~~5– ~~estimates~~RELATED ~~the~~PARTY fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of August 31, 2011 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.TRANSACTIONS

~~Deferred~~During ~~Offering~~the ~~Costs~~years ended December 31, 2020 and 2019, Martin Abelar, the former CEO, had advanced the Company funds to assist in paying for its operating activities. The advances were unsecured, non-interest bearing and due on demand. As of December 31, 2019 the Company owed Mr. Abelar $133,316. He loaned the Company an additional $19,971 in 2020. Effective November 18, 2020, Mr. Abelar resigned all positions with the Company. As part of his resignation, he forgave all amounts due to him and asserted that there were no claims against the Company for any amounts due. As a result, the Company credited $153,287 previously owed to Mr. Abelar to additional paid in capital.

~~The~~During ~~Company~~the ~~defers~~years asended ~~other~~December ~~assets~~31, ~~the~~2019 ~~direct~~and 2018, ~~incremental~~Bryan ~~costs~~Dyer, ofthe ~~raising~~former ~~capital~~President, ~~until~~had ~~such~~advanced ~~time as~~ the ~~offering~~Company isfunds ~~completed.~~to Atassist ~~the~~in ~~time~~paying offor ~~the~~its ~~completion~~operating ofactivities. ~~the~~The ~~offering~~advances were unsecured, ~~the~~non-interest ~~costs~~bearing ~~are~~and ~~charged~~due ~~against~~on ~~the~~demand. ~~capital~~In ~~raised.~~conjunction ~~Should~~with the ~~offering~~Share beExchange ~~terminated,~~agreement ~~deferred~~Mr. ~~offering~~Dyer ~~costs~~forgave ~~are~~all ~~charged~~amounts due to ~~operations~~him. ~~during~~As a result, the ~~period~~Company incredited ~~which~~$9,200 ~~the~~previously ~~offering~~owed isto ~~terminated~~Mr. Dyer to additional paid in capital.

~~Common~~On ~~Stock~~November ~~Registration~~25, ~~Expenses~~2020, the Company issued 1,000,000 shares of the common stock to Findit, Inc. in exchange for technical services provided in the building or the website. Findit, Inc. has the same majority shareholders as the Company. The shares were valued at the cost of the services provided of $35,868.

~~The~~In ~~Company~~November ~~considers incremental costs and expenses related to the registration of equity securities with the SEC~~2020, ~~whether~~Raymond ~~by contractual arrangement as of a certain date or by demand~~Firth, ~~to be unrelated to original issuance transactions. As such~~CEO, ~~subsequent registration costs and expenses are reflected in~~ advanced the ~~accompanying~~Company ~~financial~~$100 ~~statements~~to asopen ~~general~~a ~~and~~new ~~administrative~~bank ~~expenses, and are expensed as incurred~~account.

~~Lease~~NOTE ~~Obligations~~6 – COMMON STOCK

~~All~~On ~~non~~November ~~cancellable~~19, ~~leases~~2020, ~~with~~the anCompany ~~initial~~entered ~~term~~into a ~~greater~~share ~~than~~exchange ~~one~~agreement ~~year~~with ~~are~~Classworx, ~~categorized~~Inc. asa ~~either~~Colorado ~~capital~~corporation, ~~leases~~along orwith ~~operating~~its ~~leases~~asset classworx.com. Pursuant ~~Assets~~to ~~recorded~~the ~~under~~terms ~~capital~~of ~~leases~~the ~~are~~agreement ~~amortized~~the ~~according~~company toissued ~~the~~7,261,394 ~~methods~~shares ~~employed~~of ~~for~~common ~~property~~stock ~~and~~in ~~equipment~~exchange orfor ~~over~~2,000 ~~the~~shares of ~~term~~stock of ~~the~~Classworx. ~~related~~The ~~lease~~shares issued included the 1,000,000 ifshares ~~shorter~~discussed in Note 5.

~~Estimates~~During the year ended December 31, 2020, the Company sold 1,000,000 shares of common stock for total cash proceeds of $10,000.

~~The~~NOTE ~~financial~~7 ~~statements~~– ~~are~~INCOME prepared on the basis of accounting principles generally accepted in the United States. The preparation 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 as of August 31, 2011 and cumulative expenses from inception. Actual results could differ from those estimates made by management.TAXES

~~Fiscal~~Deferred ~~Year~~taxes ~~End~~are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards 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. 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.

~~The~~Net ~~Company~~deferred ~~has~~tax ~~adopted~~assets aconsist ~~fiscal~~of ~~year~~the following ~~end~~components as of December 31.:

2. Development Stage Activities and Going Concern

	2020		2019
Federal income tax benefit attributable to:
Current Operations	$	5,800	$	19,500
Less: valuation allowance		(5,800)		(19,500)
Net provision for Federal income taxes	$	—	$	—

The ~~Company~~income istax ~~currently~~provision indiffers from the ~~development~~amount ~~stage,~~of ~~and~~income tax ~~has~~determined ~~limited~~by ~~operations.~~applying ~~The~~the ~~business~~U.S. ~~plan~~federal ofincome ~~the~~tax ~~Company~~rate is to ~~become~~pretax aincome ~~leading~~from ~~company~~continuing inoperations for the ~~field~~fiscal ofyears ~~direct~~ending, due ~~marketing~~to ~~and~~the ~~sale of art.~~following:

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 1,200,000 shares of newly issued common stock at an offering price of $0.10 per share for proceeds of up to $120,000. As of August 31, 2011, the Company accrued $19,500 of legal and audit deferred offering costs related to this capital formation activity.

	2020		2019
Deferred tax asset attributable to:
Net operating loss carryover	$	92,600	$	86,800
Less: valuation allowance		(92,600)		(86,800)
Net deferred tax asset	$	—	$	—

~~F-8~~At December 31, 2020, the Company had net operating loss carry forwards of approximately $92,600 that may be offset against future taxable income from the year 2021 to 2039. No tax benefit has been reported in the December 31, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~The~~Due ~~accompanying~~to ~~financial~~the ~~statements~~change ~~have been prepared~~ in ~~conformity~~ownership ~~with~~provisions ~~accounting principles generally accepted in~~ of the ~~United~~Tax ~~States,~~Reform ~~which~~Act ~~contemplate continuation~~ of ~~the~~1986, ~~Company~~net asoperating aloss ~~going~~carry ~~concern.~~forwards ~~The~~for ~~Company~~Federal ~~has~~Income ~~not~~tax ~~established~~reporting ~~any~~purposes ~~source~~are ofsubject ~~revenues~~ to ~~cover~~annual ~~its~~limitations. Should ~~operating~~a ~~costs,~~change ~~and~~in asownership ~~such~~occur, ~~has~~net ~~incurred an~~ operating loss ~~since~~carry ~~inception.~~forwards ~~Further,~~may asbe oflimited ~~August~~as ~~31, 2011 the cash resources of the Company were insufficient~~ to ~~meet~~use ~~its~~in ~~current~~future ~~business plan~~years. ~~These~~With ~~and~~few ~~other factors raise substantial doubt about~~ exceptions, the Company’s ~~ability~~is tono ~~continue~~longer assubject ato ~~going concern~~U.S. ~~The~~federal, ~~accompanying~~state ~~financial statements do not include any adjustments to reflect the possible future effects on the recoverability~~ and ~~classification~~local ofincome ~~assets~~tax orexaminations ~~the~~by ~~amounts~~tax ~~and~~authorities ~~classification~~for ofyears ~~liabilities~~before ~~that may result from the possible inability of the Company to continue as a going concern~~2016.

3.NOTE ~~Common~~8 ~~Stock~~– SUBSEQUENT EVENTS

OnManagement ~~May~~has ~~18,~~evaluated ~~2011,~~subsequent ~~the~~events pursuant ~~Company issued 1,500,000 shares of common stock~~ to the ~~director~~requirements of ~~the~~ASC ~~Company~~Topic ~~at a price of $0.015 per share~~855, ~~for~~from athe ~~$22,500~~balance ~~subscription~~sheet ~~receivable.~~date Onthrough ~~August 2~~ the ~~director~~date of the ~~company~~financial ~~paid~~statements ~~part~~were ofavailable to ~~the~~be ~~outstanding~~issued ~~payables~~and tohas adetermined ~~supplier~~that inthere ~~the~~are ~~amount~~no ofmaterial ~~$5,000,~~subsequent ~~which~~events ~~was~~that ~~recorded~~require asdisclosure ~~reduction~~in of the ~~subscription~~consolidated ~~receivable~~financial statements.

On[BACK ~~May~~COVER ~~23,~~PAGE ~~2011,~~OF ~~the Company issued 500,000 shares of common stock to the secretary of the Company at a price of $0.015 per share, for a $7,500 subscription receivable.~~PROSPECTUS]

~~4. Income Taxes~~[date]

~~The federal income tax returns of the Company are subject to examination by the IRS~~CLASSWORX, ~~generally for three years after they are filed~~INC.

5~~. Related~~,000,000 Shares ~~Party~~of ~~Loans~~Common ~~and Transactions~~Stock

On Dealer ~~May~~prospectus ~~18,~~delivery 2011, the Company issued 1,500,000 shares of common stock to the director of the Company at a price of $0.015 per share, for a $22,500 subscription receivable. On August 2 the director of the company paid part of the outstanding payables to a supplier in the amount of $5,000, which was recorded as reduction of the subscription receivable.obligation

On Until ~~May 23~~[date], ~~2011,~~all dealers effecting transactions in the ~~Company~~registered ~~issued~~securities, ~~500~~whether or not participating in this distribution,~~000~~ ~~shares~~may ofbe ~~common~~required ~~stock~~to deliver a Prospectus. This is in addition to the ~~secretary~~obligation of ~~the~~dealers to ~~Company~~deliver at a ~~price~~Prospectus ofwhen ~~$0.015~~acting ~~per~~as ~~share,~~underwriters ~~for~~and awith ~~$7,500~~respect ~~subscription~~to ~~receivable~~their unsold allotments or subscriptions.

The Company's director provides rent-free office space to the Company.

6. Recent Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. This guidance concludes that the milestone method is a valid application of the proportional performance model when applied to research or development arrangements. Accordingly, an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

In February 2010, the FASB issued amended guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements upon issuance of this guidance.

F-9

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence (VSOE) if available, third-party evidence, if VSOE is unavailable, and estimated selling prices if neither VSOE or third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 will be effective prospectively for multiple-deliverable revenue arrangements entered into, or materially modified, in fiscal years beginning on or after June 15, 2010 The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair value of a liability when a quoted price in an active market does not exist for an identical liability or when a liability is subject to restrictions on its transfer. ASU 2009-15 was effective for the Company beginning with the quarter ended December 31, 2009. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

7. Subsequent Events

Subsequent events have been evaluated through September 15, 2011, which is the date these financial statements were available to be issued.

F-10

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Our officers and directors are indemnified as provided by the Delaware General Corporate Law and our bylaws.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of our company. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article XII of our bylaws provides that we shall indemnify our directors and officers, our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law and that we shall pay the expenses incurred in defending any proceeding in advance of its final disposition. However, the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding will be made only upon the receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation does not provide for such limitation of liability.

We do not currently maintain standard policies of insurance under which coverage is provided (a) to our directors, officers, employees and other agents against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which may be made by us to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law, although we may do so in the future.

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

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

~~The~~We ~~following~~will ~~table~~pay ~~sets~~all ~~forth the~~ expenses in connection with the ~~issuance~~registration and ~~distribution~~sale of the ~~securities~~common ~~being~~stock ~~registered~~by ~~hereby~~the selling stockholder, who is an underwriter in connection with their offering of shares. ~~All~~The ~~such~~estimated expenses ~~will~~of beissuance ~~borne~~and bydistribution ~~the~~are ~~Company.~~set forth below:

Securities and Exchange Commission registration fee	$	13.83
Legal fees and miscellaneous expenses (1)	$	16,000
Accounting fees and expenses (1)	$	9,000
Total (1)	$	25,013.83

Nature of Expenses:

(1) Estimated.

U.S. Securities and Exchange Commission Registration Fee	$	26
Legal Fees and Miscellaneous Expenses*	$	15,000
Audit Fees*	$	10,000
Transfer Agent Fees*	$	800
Printing*	$	100

Total Expenses	$	25,926

*Estimated Expenses

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Delaware general corporate law and our bylaws. Under the Delaware general corporate law, director immunity 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. Our Articles of Incorporation do not specifically limit our directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our Articles and bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Delaware law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Delaware law or (d) is required to be made pursuant to the bylaws.

II-1

Our Articles and bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees.

We do not carry or maintain any insurance coverage for the benefit of your officers and directors at this time. Our directors may cause us to purchase and maintain insurance for the benefit of a person who is or was serving as our director, officer, employee or agent, or as a director, officer, employee or agent or our subsidiaries, and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

RECENT SALES OF UNREGISTERED SECURITIES

OnThese ~~May~~shares ~~18,~~were ~~2011~~issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ~~Company~~"Act") and were issued 1under Regulation D,~~500,000~~ Rule ~~shares~~506 to an accredited investors. The issuance of ~~common~~these ~~stock~~shares toby Mrus did not involve a public offering. ~~Avinoam~~The ~~Cohen~~offering was not a "public offering" as defined in Section 4(2) due to the only one entity involved in the offering, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a ~~director~~high number of shares to a high number of investors. The sales of these shares were to known acquaintances to the President of the Company,. The shares were purchased for ainvestment ~~$22,500~~purpose ~~subscription~~and ~~receivable~~not for resale. ~~Payment~~In ~~was~~addition, this investor had the necessary investment intent as required by Section 4(2) since they agreed to and received inshare ~~2011~~certificates bearing a legend stating that such shares are restricted.

OnThere ~~May~~have ~~23,~~been ~~2011,~~approximately ~~the Company issued 500~~1,000,000 ~~shares~~during the offiscal ~~common~~years ~~stock~~ended toDecember ~~Ms.~~31, ~~Anna~~2019 ~~Irena~~and DeDecember ~~Vincenz~~31, a2020. ~~director~~As of ~~the~~December ~~Company~~31, ~~for a $7~~2020,~~500~~ ~~subscription~~we ~~receivable.~~had ~~Payment~~a ~~was~~total ~~received~~of in76 ~~2011~~shareholders.

~~The shares that were issued to Mr. Cohen and Ms. De Vincenz were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4.~~II-2 ~~of the Securities Act.~~

EXHIBITS

~~The~~(a) ~~following exhibits are filed as part of this Registration Statement~~Exhibits:

Exhibit		Description
3.1		Certificate of Incorporation of Registrant
3.2		By-Laws of Registrant
4.1		Specimen Common Stock certificate
5.1		Opinion of Rimon Law Group, P.C. regarding the legality of the securities being registered
23.1		Consent of Weinberg and Baer, LLC
23.2		Consent of Rimon Law Group, P.C. (included in Exhibit 5.1)

The following exhibits are filed as part of this registration statement:

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Articles of Incorporation, as currently in effect	X
3.2	Bylaws, as currently in effect	X
5.1	Opinion of Thomas C. Cook, Esq., regarding the legality of the securities being registered	X
23.1	Consent of Auditor	X
23.2	Consent of Law Offices of Thomas C. Cook, Ltd (contained in Exhibit 5.1)	X
99.1	Subscription Agreement	X

II-3

UNDERTAKINGS

~~Undertakings~~We hereby undertake to:

(A1) ~~The~~File, ~~undersigned~~during ~~Registrant~~any ~~hereby~~period ~~undertakes~~in which it offers or sells securities, a post-effective amendment to this registration statement to:

1. (i) To ~~file,~~include ~~during~~ any ~~period~~prospectus required inby ~~which~~section ~~offers or sales are being made,~~ 10(a) ~~post-effective~~(3) ~~amendment~~of tothe ~~this~~Securities ~~registration~~Act ~~statement:~~of 1933;

31(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this chapter) if, in the aggregate, 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.

i.(iii) To include any ~~propectus~~material information ~~required~~with byrespect ~~section~~to ~~10(a)(3)~~the plan of distribution not previously disclosed in the ~~Securities~~registration ~~Act~~statement ofor ~~1933~~any material change to such information in the registration statement;

~~ii.~~(2) ToThat, ~~reflect~~for in the ~~prospectus~~purpose ~~any~~of ~~facts~~determining orany liability ~~events~~under ~~arising after~~ the ~~effective~~Securities ~~date~~Act of ~~the~~1933, ~~registration~~each ~~statement~~such ~~(or the most recent~~ post-effective amendment ~~thereof)~~shall ~~which,~~be ~~individually~~deemed orto inbe ~~the aggregate, represent~~ a ~~fundamental~~new ~~change in the information set forth in the~~ registration statement. relating ~~Notwithstanding~~to the ~~foregoing, any increase or decrease in volume of~~ securities offered ~~(if~~therein, ~~the total dollar value of securities offered would not exceed that which was registered)~~ and ~~any deviation from~~ the ~~low~~offering ~~or high end~~ of ~~the~~such ~~estimated~~securities ~~maximum~~at ~~offering~~that ~~range~~time ~~may~~shall be ~~reflected~~deemed ~~in the form of prospectus filed with the Commission pursuant~~ to ~~Rule~~be ~~424(b) if, in~~ the ~~aggregate,~~initial bona ~~the~~fide ~~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~~thereof.

~~iii.~~ (3) To ~~include~~remove ~~any~~from ~~material~~registration ~~information~~by ~~with~~means ~~respect~~of a topost-effective ~~the~~amendment ~~plan~~any of ~~distribution not previously disclosed in~~ the ~~registration~~securities ~~statement~~being orregistered ~~any~~which ~~material~~remain ~~change~~unsold toat ~~such~~the ~~information~~termination inof the ~~registration statement;~~offering.

~~2. That,~~(4) ~~for~~If the ~~purpose~~registrant ofis ~~determining~~subject ~~any~~to ~~liability~~Rule ~~under~~430C, each ~~the~~prospectus ~~Securities~~filed ~~Act~~pursuant to Rule 424(b) as part of ~~1933~~a registration statement relating to an offering, ~~each~~other ~~such~~than ~~post-effective~~registration statements ~~amendment~~relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be apart ~~new~~of and included in the registration statement ~~relating~~as toof the ~~securities~~date ~~offered~~it ~~therein~~is first used after effectiveness. Provided, ~~and~~however, ~~the~~that ~~offering~~no statement made in a registration statement or prospectus that is part of ~~such~~the ~~securities~~registration atstatement 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 ~~shall~~of becontract ~~deemed~~of sale prior to besuch first use, supersede or modify any statement that was made in the ~~initial~~registration statement ~~bona~~or ~~fide~~prospectus ~~offering~~that ~~thereof~~was part of the registration statement or made in any such document immediately prior to such date of first use.

~~3. To remove from registration by means of a post~~II-~~effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~4

4. (6) That, for the purpose of determining liability of the registrant 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~~initial ~~statement~~distribution 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.securities:

~~5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:~~ The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

32(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (230.424 of this chapter);

i.(ii) Any ~~preliminary~~free writing prospectus relating to the offering prepared by or ~~prospectus~~on behalf of the undersigned registrant ~~relating~~or toused ~~the~~or ~~offering~~referred ~~required~~ to beby ~~filed~~the ~~pursuant~~undersigned ~~to Rule 424~~registrant;

~~ii.~~(iii) ~~Any~~The portion of any other free writing prospectus relating to the offering ~~prepared~~containing bymaterial orinformation onabout ~~behalf of~~ the undersigned registrant or ~~used~~its securities provided by or ~~referred~~on tobehalf byof the undersigned registrant; and

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

~~iv. Any~~(7) ~~other~~Insofar ~~communication~~as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is anagainst ~~offer~~public policy as expressed in the ~~offering~~Act ~~made~~and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~undersigned~~registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the ~~purchaser~~question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.II-5

SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing ~~this~~on Form S-1 and has ~~authorized~~duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, ~~on October~~in 4the City of Norcross, ~~2011~~and the State of Georgia.

ByDate: ~~/s/~~June ~~Avinoam Cohen Name: Avinoam Cohen Title: President~~3, ~~Chief Executive Officer, Treasurer and Director (Principal Executive Officer, Principal Financial and Accounting Officer)~~2021

~~POWER~~CLASSWORX, OFINC. ~~ATTORNEY~~By:/s/ Raymond Firth Raymond Firth Chief Executive Officer, President and Director Principal Executive, Financial and Accounting Officer

~~KNOW~~Pursuant ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Avinoam Cohen, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to ~~sign~~the ~~any~~requirements ~~and all amendments (including post-effective amendments) to this Registration Statement and to sign a registration statement pursuant to Section 462(b)~~ of the Securities Act of 1933, ~~and~~as ~~to file the same with all exhibits thereto~~amended, this ~~and~~Registration ~~other~~Statement ~~documents~~has inbeen ~~connection~~signed ~~therewith,~~by ~~with~~ the ~~Securities~~following ~~and~~persons ~~Exchange Commission, granting unto said attorneys-~~in~~-fact,~~ ~~full~~the ~~power~~capacities and ~~authority~~on ~~to do and perform each and every act and thing requisite and necessary to be done in and about~~ the ~~premises,~~dates as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereofindicated.

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 indicated.


Signature	Title	Date

/s/ Raymond Firth Raymond Firth	Chief Executive Officer and Director	June 3, 2021
/s/ Thomas Powers Thomas Powers	Director	June 3, 2021

~~Date: October 4, 2011.~~II-6

/s/ Avinoam Cohen

Name: Avinoam Cohen

Title: President, Chief Executive Officer, Treasurer and Director

Date: October 4, 2011.

/s/ Anna Irena De Vincenz

Name: Anna Irena De Vincenz

Title: Secretary and Director

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