As filed with the Securities and Exchange Commission on April 13, 2015

Registration No.____________March 4, 2019

Registration No. 333- _________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEVADA

(State or other jurisdiction of incorporation or organization)

GridIron BioNutrients, Inc. 1119 West 1st Ave., Ste. G Spokane, Washington 99021 (800) 570-0438

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

7374Timothy Orr

(Primary Standard Industrial Classification Code Number)President and Chief Executive Officer

GridIron BioNutrients, Inc.

36-47971931119 West 1st Ave., Ste. G

(I.R.S. Employer Identification Number)Spokane, Washington 99021

430/23 Moo 12

Nongprue, Banglamung

Chonburi 20150 Thailand

66-090-124-4220(800) 570-0438

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

112 North Curry Street

Carson City, Nevada 89703

(775) 882-1013

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

Copies to:

The Thomas E. Puzzo, Esq.

Law OfficeOffices of Timothy S. Orr,Thomas E. Puzzo, PLLC

4328 West Hiawatha Dr., STE 1013823 44th Ave. NE

Spokane, WA 99208Seattle, Washington 98105

(509) 462.2926 (direct phone)Telephone No.: (206) 522-2256

(509) 769.0303 (direct fax)

tim@jcapital.orgFacsimile No.: (206) 260-0111

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)Registration Statement.

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 212b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

Calculation of Registration Fee

_____________

[1] No exchangeIn the event of stock splits, stock dividends, or over-the-counter market exists for My Cloudz, Inc.similar transactions involving the Registrant’s common stock. The offering price has been arbitrarily determined and bears no relationshipstock, the number of Shares registered shall, unless otherwise expressly provided, automatically be deemed to assets, earnings,cover the additional securities to be offered or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

[2] Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended “Securities Act” (Estimated for the sole purpose of calculating the registration fee).

[3] Pursuantissued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.(the “Securities Act”).

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

We are an “Emerging Growth Company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors, beginning on page 7.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE OF THESE SECURITIES IS NOT PERMITTED.

SUBJECT TO COMPLETION DATED ______________________, 2015

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON MARCH __, 2019

My Cloudz, Inc.GRIDIRON BIONUTRIENTS, INC.

Up to 4,000,000 Share of Common Stock17,362,400 SHARES OF COMMON STOCK

We are selling upThis prospectus relates to 4,000,000 sharesthe resale of Shares of our common stock, par value $0.001 per share. Prior to this Offering, no public market has existed forshare, by the selling security holders (the “Selling Security Holders”), including (i) 8,882,400 shares of common stock issuable upon the exercise of My Cloudz, Inc. Upon completioncertain shares of this Offering, we will attempt to have the shares quoted on the Over the Counter-Bulletin Board ("OTCBB"Series A Preferred Stock (the “Conversion Shares”), operated by FINRA (Financial Industry Regulatory Authority). There is no assurance thatand (ii) 8,480,000 shares of common stock issuable upon the Shares will ever be quoted on the OTCBB. To be quoted on the OTCBB, a market maker must apply to make a market in our common stock. Asexercise of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.outstanding warrants (the “Warrants”).

The offering isSelling Security Holders may sell all or a portion of the shares of common stock being made on a self-underwritten, “best efforts” basis. The shares will be sold on our behalf by our President, Sommay Vongsa. Heoffered pursuant to this Prospectus at the prevailing market prices at the time of sale or at negotiated prices. We will not receive any commissions or proceeds for sellingfrom the shares on our behalf. There is no minimum number of shares required to be purchased by each investor.

Allsale of the shares of common stock offered by the Selling Security Holders. We may receive gross proceeds of up to $1,110,300 is all of the shares of Series A Preferred Stock are converted by the Selling Security Holders, and up to $1,399,200 if all of the Warrants are exercised for cash by the Selling Security Holders. The proceeds will be used for working capital or general corporate purposes. We will bear all costs associated with this registration.

The total amount of shares of Common Stock which may be sold pursuant to this Prospectus would constitute approximately 13% of the Company’s issued and outstanding Common Stock as of March 1, 2019, assuming that the Selling Security Holders will sell all of the shares offered for sale.

Our common stock is quoted on the OTCQB under the symbol “GMVP.” The shares of our common stock registered hereunder are being registeredoffered for sale hereby will be soldby Selling Security Holders at a price per share of $0.05 for the duration of the offering. Assuming all shares being offered are sold, we will receive $200,000 in gross proceeds. There is no minimum amount we are required to raise from this offering and any funds received will be immediately available to us. There is no guarantee that this offering will successfully raise enough funds to institute our business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

You should rely onlyprices established on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed withOTCQB during the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The shares being offered by this prospectus will be offered for a period not to exceed two years from the original effective dateterm of this prospectus.offering. On March 1 , 2019, the closing bid price of our common stock was $0.0427 per share. These prices will fluctuate based on the demand for our common stock.

An investmentInvesting in our common stockCommon Stock involves a high degree of risk.We urge you See “Risk Factors” to read carefully the “Risk Factors” section beginning on page 7, where we describe specific risks associated with an investment inMy Cloudz, Inc. and these securities,about factors you should consider before you make your investment decision.buying shares of our Common Stock.

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

The dateinformation in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of this prospectus is _______, 2015.any such state.

3

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

TABLE OF CONTENTS

PART I - INFORMATION REQUIRED IN PROSPECTUS

TABLE OF CONTENTS

PROSPECTUS SUMMARY

ThisYou should read the following summary provides a brief overview oftogether with the key aspects of this offering. Because it is only a summary, it does not contain all of themore detailed information contained elsewhere in this prospectus or in the documents incorporated by reference into this prospectus or included as exhibits to the registration statement that contains this prospectus. This summary may not contain all of the information that may be important to you. We urge you to read this entire prospectus carefully, including the risks of investing in our common stock discussed under “Risk Factors” and the financial statements and other information attached to this prospectus, before making an investment decision. 

All referencesappearing elsewhere in this prospectus to “MCI,” “we,” “us,” “our,” “the Company” or “our Company” refer to My Cloudz, Inc.

A Cautionary Note on Forward-Looking Statements

Prospectus. 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 predictionsthat involve risks and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our industry'suncertainties. Our actual results levels of activity, performance, or achievements to becould differ materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Whilethose anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and any assumptions upon which they are based, are madeelsewhere in good faiththis Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” “GridIron” or the “Registrant” refer to GridIron BioNutrients, Inc., a Nevada corporation and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.its wholly owned subsidiary, GridIron Ventures, Inc., a Nevada corporation.

Our CompanyOUR COMPANY

My Cloudz, Inc. was incorporatedOverview of GridIron BioNutrients

GridIron BioNutrients is in the Statebusiness of Nevada as a for-profit Company on July 31, 2014. We intend to provide an on-line interface service for consumers to efficientlymarketing and effectively maintain, storeselling cannabidiol products line of capsules, oil, ointments, concentrates and retrieve personal records and information through cloud computing. The Company has not yet implemented its business model and to date has generated no revenues. Neither the Company’s management nor any affiliates of the Company or its management have previously been involved in the management or ownership of a development stage company.water. Our principal products currently include:

Since becoming incorporated, My Cloudz, Inc. has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations nor has the Company any plans nor does any of its stockholders have any plans to merge into an operating company, to enter into a change of control or similar transaction or to change our management. Neither management nor the Company’s shareholders have plans or intentions to be acquired. My Cloudz, Inc. is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.Gridiron MVP™ Water Beverage (16.9oz)

Risks and Uncertainties Facing the CompanyGridiron MVP™ Concentrate (2oz / 4oz)

The Company hasThese products contain a limited operating historyproprietary blend of humic and may experience losses in the near term. We are dependent on salesfulvic acid, trace minerals, probiotics, electrolytes, cannabidiol (CBD) within an alkaline of our equity securities to meet our cash requirements for the future proposed expansion of our business operations. As of February 28, 2015, we had an accumulated deficit of $11,358. Management of the Company must continually develop and refine its strategies and goals in order to execute the business plan of the Company on a broad scale and expand the business. One of the biggest challenges facing the Company will be in securing adequate capital to continue to expand its business and increase operations. Secondarily, an ongoing challenge remains the maintenance of an efficient operating structure and business model. The Company must keep its expenses and the costs of employees at a minimum in order to generate a profit from the revenues that it anticipates from its clients. Third, in order to expand, the Company will need to continue implementing effective sales and marketing strategies to reach and forge new business relationships. The Company has devised its initial sales, marketing and advertising strategies, however, the Company will need to continue refinement of these strategies and also skillfully implement these plans in order to achieve ongoing and long-term success in its business. Moreover, the above assumes that the Company’s services are consistently met with client satisfaction in the marketplace and exhibit steady success amongst the potential customer base, neither of which is reasonably predictable or guaranteed.pH10.

Risk FactorsOur operations to-date have primarily consisted of obtaining inventory of CBD products, securing purchase and supply contracts and office space and developing relationships with potential partners.

An investment inOur board of directors consists of one persons: Timothy Orr. Mr. Orr also serves as our sole officer, holding the sharesoffices of our common stock involves a high degree of riskPresident, Secretary and may not be an appropriate investment for persons who cannot afford to lose their entire investment. For a discussion of some of the risks you should consider before purchasing shares of our common stock, you are urged to carefully review and consider the section entitled “Risk Factors” beginning on page 3 of this prospectus.Treasurer.

The OfferingOur principal administrative offices are located at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021. Our website is www.gridironmvp.com.

We are offering a total of up to 4,000,000 shares of our common stock. For a complete description of the terms and conditions of our common stock, you are referred to the section in this prospectus entitled “Description of Securities.”

Use of Proceeds“Smaller Reporting Company”

We expect to use the proceedsare a “smaller reporting company,” meaning that we receiveare not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have (i) a public float of less than $250  million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and no public float, or a public float of less than $700 million. As a “smaller reporting company,” the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the saleprovisions of securities offered hereby to cover the costs associated with this offering estimated at $11,400 and for the initial funding of our business development and for general working capital purposes. See the section herein entitled “Use of Proceeds” for more information. AsSection 404(b) of the dateSarbanes-Oxley Act of this prospectus, we2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have generated no revenues fromcertain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our business operations.SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Principal Office, Telephone Number and Internet Address

Our business office is located at 112 North Curry Street Carson City Nevada 89703, our telephone number is (775) 284-3703 and our fax number is (800) 761-5717. Our website is currently under development.

Summary Financial Information

To date theEmerging Growth Company has generated no revenues from its business operations and has incurred accumulated operating losses since inception of $11,358. As of February 28, 2015, the Company had a working capital deficit of $6,357. As of February 28, 2015, the Company has received $13,677. The amounts due to the related party are expected to be repaid and considered a current liability.

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of February 28, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation. On November 10, 2014, the Company issued 5,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $5,000.

RISK FACTORS

The purchase of shares of our common stock is very speculative and involves a very high degree of risk. An investment in our Company is suitable only for the persons who can afford the loss of their entire investment. Accordingly, investors should carefully consider the following risk factors, as well as other information set forth herein, in making an investment decision with respect to our securities.

Risks Relating to Our Business

We are a development stage company and have a limited history of operations, making an evaluation of us extremely difficult. At this stage, even with our good faith efforts, there is nothing on which to base an assumption that we will become profitable or generate any significant amount of revenues.

We have only a limited operating history on which you can evaluate our business, financial condition and operating results. We have not yet recognized revenues from our operations, and since our inception we have incurred significant operating losses and negative cash flows. We have been focused on organizational, start-up activities and business plan development since we incorporated. 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. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our product, the level of our competition and our ability to attract and maintain key management and employees. If we cannot achieve operating profitability, we may not be able to meet our working capital requirements, which will have a material adverse effect on our operating results and financial condition.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

The report of our independent auditors dated April 13, 2015 on our financial statements for the period ended August 31, 2014 included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our incurring significant losses from operations and our working capital deficit position. Our ability to continue as a going concern will be determined by our ability to obtain additional funding in the short term to enable us to realize the commercialization of our planned business operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertain.

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

We are an “emerging‘‘emerging growth company,”company’’ within the meaning of the federal securities laws. For as defined inlong as we are an emerging growth company, we will not be required to comply with the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to this Offering and our Common Stock – We are an ‘emerging growth company’ and we cannot predictbe certain if investorsthe reduced disclosure requirements applicable to emerging growth companies will findmake our common stock less attractive becauseto investors” on page 8 of this prospectus.

Our fiscal year end is August 31. Our audited financial statements for the year ended August 31, 2018 were prepared assuming that we may relywill continue our operations as a going concern. Our accumulated loss for the period from July 20, 2017 (inception) to the fiscal quarter ended November 30, 2018 was $1,097,175. For the three months ended November 30, 2017, we earned revenues from our CBD product lines of $5,140. During the three months ended November 30, 2018, we earned revenue from our product lines of $1,128.

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors have included a going concern opinion in their report on these exemptions. If some investors findour audited financial statements for the period ended August 31, 2018. The notes to our financial statements contain additional disclosure describing the circumstances leading to the issuance of a going concern opinion by our auditors.

THE OFFERING

This Prospectus relates to the resale of up to 17,362,400 shares of our Common Stock, issuable the Selling Security Holders, pursuant to a right to convert 8,882,400 shares of Series A Preferred Stock at a conversion price of $0.125 per share, and pursuant to a right to convert the Warrants into 8,480,000 shares of common stock.

The Offering

(1) This total reflects the number of shares of Common Stock that will be outstanding assuming that (i) the Selling Security Holders convert all of the 8,882,400 shares of Series A Preferred Stock held by them into 8,882,400 shares of our common stock less attractive asat a result, there may be a less active trading market for ourconversion price of $0.125 per share, and (ii) the Selling Security Holders exercise all of the Warrants held by them into 8,480,000 shares of common stock and our stockat an exercise price may be more volatile.of $0.165 per share.

6

Table of Contents

InSUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the fiscal year ended August 31, 2018, and our unaudited financial statements for the three months ended November 30, 2018. Our working capital deficit as at November 30, 2018 was $64,433.

7

Table of Contents

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition Section 107to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.

RISKS RELATING TO OUR COMPANY

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the JOBS Act also providesperiod from July 20, 2017 (inception) through August 31, 2018 were prepared assuming that an “emerging growth company” can take advantagewe will continue our operations as a going concern. Our wholly-owned subsidiary, GridIron BioNutrients, Inc., was incorporated on July 20, 2017, and does not have a history of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.earnings. As a result, our financial statementsindependent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be comparableavailable or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for website marketing and development expenses, and for administrative expenses, which management estimates to be approximately $500,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of companiesour business and the loss of your entire investment.

If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

Our wholly-owned subsidiary, GridIron BioNutrients, was incorporated on July 20, 2017, and our net loss for the period from inception (July 20, 2017) to November 30, 2018 was $(1,097,175). We have few customers, and we have not earned substantive revenues to date. Our business prospects are difficult to predict because of our limited operating history, and unproven business strategy. Our primary business activities will be focused on the commercialization of licensing our GridIron BioNutrients brand. Although we believe that comply with public company effective dates.our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your entire investment.

Potential disputes related to the existing agreement pursuant to which we purchased the intellectual property rights underlying our business could result in the loss of rights that are material to our business.

The acquisition of the intellectual property of GridIron BioNutrients, by way of the Share Exchange Agreement, by and among the Company, GridIron BioNutrients, Inc., and the holders of common stock of GridIron BioNutrients, is of critical importance to our business and involves complex legal, business, and scientific issues. Although we have clear title to and no restrictions to use our intellectual property, disputes may arise regarding the Share Exchange Agreement, including but not limited to, the breaches of representations or other interpretation-related issues. If disputes over intellectual property that we have acquired under the Share Exchange Agreement prevent or impair our ability to maintain our current intellectual property, we may be unable to successfully develop and commercialize our business.

The US Food and Drug Administration (“FDA”) and other government regulation may restrict our ability to sell our products.

We are subject to various federal, state and local laws and regulations affecting our business. Our products are subject to regulation by the FDA, including regulations with respect to labeling of products, approval of ingredients in products, claims made regarding the products, and disclosure of product ingredients. If we do not comply with these regulations, the FDA could force us to stop selling the affected products or require us to incur substantial costs in adopting measures to maintain compliance with these regulations. Our advertising claims regarding our products are subject to the jurisdiction of the FTC as well as the FDA. In both cases we are required to obtain scientific data to support any advertising or labeling health claims we make concerning our products. If we are unable to provide the required support for such claims, the FTC may stop us from making such claims or require the company to stop selling the affected products.

We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.

We expect to incur operating losses in future periods. These losses will remain an “emerging growth company” for upoccur because we do not yet have substantive revenues to five years, althoughoffset the expenses associated with the development of brand and our business operations, generally. We cannot guarantee that we will loseever be successful in generating revenues in the future. We recognize that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period,are unable to generate revenues, we will not be able to earn profits or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

We anticipate operating expenses will increase prior to earning revenue and we may never achieve profits.

The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 12 months, the Company will have costs related to: (i) market research (ii) website development cost, (iii) marketing, (iv) administrative expenses and (v) the expenses of this offering.

continue operations. There is no history upon which to base any assumption as to the likelihood that the Companywe will prove successful. We cannotsuccessful, and we can provide investors with anyno assurance that our productwe will attract customers; generate any operating revenuerevenues or ever achieve profitable operations. If we are unable to addressunsuccessful in addressing these costs, there is a high probability thatrisks, our business can fail, which will result in the loss of your entire investment.almost certainly fail.

8

Table of Contents

We will requiremay not be able to execute our business plan or stay in business without additional funding.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing in ordernecessary to implement our business plan. InWe will likely require additional financing through the event we are unableissuance of debt and/or equity in order to acquire additionalestablish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.

To fully implement our business plan, we will require substantialacquire additional funding following this offering. We plan to raisefinancing through credit markets or equity markets. Even if additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purposeis available, it may not be available on terms favorable to us mayus. At this time, we have not be available, and if available, on terms significantly more adverseidentified or secured sources of additional financing. Our failure to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholderssecure additional financing when it becomes required will lose part or all of their investment.

The loss or unavailability to the Company of Mr. Vongsa’s services would have an adverse effect on our ability to remain in business.

The loss of the services of Timothy Orr, our Chief Executive Officer and Chairman of the Board of Directors, or our failure to timely identify and retain competent personnel could negatively impact our ability to sell our products.

We are highly dependent on Timothy Orr. The development of our brand licensing business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of Timothy Orr or our failure to timely identify and retain competent personnel would negatively impact our ability to develop our business and license our brand, which could adversely affect our financial results and impair our growth.

We are an independent brand licensing company, with no experience in the market, and failure to successfully compensate for this inexperience may adversely impact our operations and prospectsfinancial position.

We operate as an independent business, whose existence is predicated on the brand name GridIron BioNutrients, and we have no substantial tangible assets in a highly competitive industry. We have little operating history, no customer base and little revenue to date. This makes it difficult to evaluate our future performance and prospects. Our business must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry characterized by intense competition, including:

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in our company will decline.

Our failure to protect our intellectual property and proprietary technology may significantly impair our competitive advantage.

Our success and ability to compete depends in large part upon protecting our proprietary technology. We rely on a combination of patent, trademark and trade secret protection, nondisclosure and nonuse agreements to protect our proprietary rights. The steps we have taken may not be ablesufficient to obtain newprevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. The patent and trademark law and trade secret protection may not be adequate to deter third party infringement or misappropriation of our patents, trademarks and similar proprietary rights.

We may in the future initiate claims or litigation against third parties for infringement of our proprietary rights in order to determine the scope and validity of our proprietary rights or the proprietary rights of our competitors. These claims could result in costly litigation and the diversion of our technical and management underpersonnel.

9

Table of Contents

We may face costly intellectual property infringement claims, the same financial arrangements,result of which would decrease the amount of cash we would anticipate to operate and complete our business plan.

We anticipate that from time to time we will receive communications from third parties asserting that we are infringing certain copyright, trademark and other intellectual property rights of others or seeking indemnification against alleged infringement. If anticipated claims arise, we will evaluate their merits. Any claims of infringement brought of third parties could result in protracted and costly litigation, damages for infringement, and the necessity of obtaining a license relating to one or more of our products or current or future technologies, which may not be available on commercially reasonable terms or at all. Litigation, which could result in a loss of your investment.

Our business plan is significantly dependent upon the abilities and continued participation of Mr. Vongsa, our President and sole Director. It would be difficult to replace Mr. Vongsa at such an early stage of development. The loss by or unavailabilitysubstantial cost to us of Mr. Vongsa’s services would have an adverse effect on our business, operations and prospects. In the event that we are unable to locate or employ personnel to replace Mr. Vongsa, we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

Current management’s lack of experience in operating a public company could impact your return on investment, if any.

As a resultdiversion of our reliance on Mr. Vongsa,resources, may be necessary to enforce our patents or other intellectual property rights or to defend us against claimed infringement of the rights of others. Any intellectual property litigation and his lack of experience in operating a public company, our investors are at risk in losing their entire investment. Mr. Vongsa intendsthe failure to hire personnel in the future, when sufficiently capitalized, who would have the experience required to manage our Company. Such management is not anticipated until the occurrence of future financing. Until such a future offering occurs, and until such management is in place, we are reliant upon Mr. Vongsa to make the appropriate management decisions.

Legal issues may arise relating to trademark infringement, security concerns and sharing of proprietary data resources, which may prevent us from developing our anticipated business and negatively impact our future profits.

Cloud computing is a relatively new marketplace as such certain legal issues may arise in the future that mayobtain necessary licenses or other rights could have a material impactadverse effect on the our anticipated business such as trademark infringement, security concerns relating to the storage of individual’s data and sharing of proprietary data resources to name a few. Unforeseen legal issues may impact us in the future and may limit or prevent us from making a profit, which in turn may result in a complete loss of any investment made into the Company.

Our officers and directors are entitled to indemnification and limitation of liability under our organizational documents and applicable law.

Our officer(s) and director(s) are required to exercise good faith and high integrity in the management of our affairs. Our certificate of incorporation provides, however, that our officer(s) and director(s) shall have no personal liability to us or our stockholders for damages for any breach of duty owed to us or our stockholders, unless they breached their duty of loyalty, did not act in good faith, knowingly violated a law, or received an improper personal benefit. Our certificate of incorporation and bylaws also provide for the indemnification by us of our officers and directors against any losses or liabilities they may incur by reason of their serving in such capacitates, provided that they do not breach their duty of loyalty, act in good faith, do not knowingly violate a law, and do not received an improper personal benefit.

We may be unable to comply with disclosure controls and proceduresnecessary to make required public filings.

We currently have no full-time employees other than our President, although we intend to add personnel following this offering. Given our limited personnel, we may be unable to maintain effective controls to insure that we are able to make all required public filings in a timely manner. If we are successful in having our common stock listed on a stock exchange or quotation service, and if we do not make all public filings in a timely manner, our shares of common stock may be delisted and we could also be subject to regulatory action and/or lawsuits by stockholders.

Sarbanes-Oxley and federal securities laws reporting requirements can be expensive.

As a public reporting company, we will be subject to the Sarbanes-Oxley Act of 2002, as well as the information and reporting requirements of the Exchange Act, and other federal securities laws. The costs of compliance with the Sarbanes-Oxley Act and of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, and furnishing audited reports to stockholders, are significant and may increase in the future.

Risks Related To This Offering

Because there is no public trading market for our common stock, you may not be able to resell your stock.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale in compliance with applicable federal and state securities laws.

Because the Securities and Exchange Commission imposes additional sales practice requirements on brokers who deal in shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.

Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker or dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

NASD sales practice requirements may limit a stockholder's ability to buy and sell our stock.

The NASD 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, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD 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 and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. 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.

Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.

At present, the company’s President owns 100% of our total outstanding shares of common stock before this offering. As a result of the concentrated ownership of the stock, our President will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part sale of our company and it may affect the market price of our common stock.

The Company is not fully reporting under the Exchange Act and thus information about the company may be limited.

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company but only subject to the reporting obligations imposed by Section 15(d) of the Exchange Act. This severely limits the information and regulatory oversight to which we will be subject. Additionally, given the number of shareholders in our company, there are statutory provisions that may result in the automatic termination of any periodic reporting responsibilities in the event that we have less than 300 shareholders after the year that our registration statement becomes effective.

Risks Related to the Company’s Market and Strategy

The Market For Cloud Computing Services is Evolving and may Not Continue to Develop or Grow Rapidly Enough for us to Become Consistently Profitable. 

The cloud computing commerce market is still evolving and currently growing at a rapid rate. We believe future growth in the electronic commerce market will be driven by the cost, ease-of-use and quality of products and services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to adopt our services.

The Company’s anticipated services would be new, which may fail to find public acceptance.

The services to be provided by the Company are newly developed and have just begun to be offered on a commercial basis. It is possible that once released, the Company’s services will not find acceptance among its potential users of the product, third parties intending to distribute or resell the Company’s services, or the customers of such third parties.

Competition in the cloud computing industry is intense, and we have limited financial and personnel resources with which to compete.

Competition in the cloud computing industry is intense. Numerous companies headquartered throughout the world compete for consumer and users on a global basis. We are an insignificant participant in the cloud computing industry due to our limited financial and personnel resources. We presently operate with a sole employee, and anticipate that we will compete with other companies in our industry to hire additional qualified personnel which will be required to successfully operate our Company. We may be unable to attract the necessary investment capital or personnel to fully develop our marketing and business plan. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Security and privacy breaches in our electronic information storage system may damage customer relations and inhibit our growth.

The secure transmission of confidential information over public networks is a critical element of the Company’s operations. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments could result in a compromise of the technology or other algorithms used to protect client transaction and other data, which could materially adversely affect our business, financial condition and results of operations. If we are unable to protect, or consumers perceive that we are unable to protect, the security and privacy of our electronic transactions, our growth and the growth of the electronic commerce market in general could be materially adversely affected. A security or privacy breach may cause our customers to lose confidence in our services, deter consumers from using our services, harm our reputation, expose us to liability, increase our expenses from potential remediation costs; and decrease market acceptance of electronic commerce transactions.

While we believe that we utilize designsWe incur costs associated with appropriate data security and integrity, there can be no assurance thatSEC reporting compliance, which may significantly affect our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of existing and potential subscribers.

Our proposed business depends substantially on customers signing-up, renewing, upgrading and expanding their subscriptions for our services.

Lack of subscribers and any decline in our customer renewals, upgrades and expansions would harm our future operating results. We plan to sell our application pursuant to service agreements that are generally one year in length. Our customers will have no obligation to renew their subscriptions after their subscription period expires, and they may not renew their subscriptions at the same or higher levels. Moreover, under specific circumstances, our customers have the right to cancel their service agreements before they expire. Our customers’ renewal rates may decline or fluctuate because of several factors, including their satisfaction or dissatisfaction with our services, the prices of our services, the prices of services offered by our competitors or reductions in our customers’ spending levels due to the macroeconomic environment or other factors. If we cannot get customers and if our customers do not renew their subscriptions for our services, renew on less favorable terms, or do not purchase additional functionality or subscriptions, our revenue may grow more slowly than expected or decline and our profitability and gross margin may be harmed.

We may become liable to our customers and lose customers if we have defects or disruptions in our service or if we provide poor service.

Because we plan to deliver our application as a service, errors or defects in software applications underlying our service, or a failure of our hosting infrastructure, may make our service unavailable to our potential customers. Since our customers will use our service to manage and store critical aspects of their personal records and business documents, any errors, defects, disruptions in service or other performance problems with our service, whether in connection with the day-to-day operations, upgrades or otherwise, could damage our customers’. If we have any errors, defects, disruptions in service or other performance problems with our suite, customers could elect not to renew, or delay or withhold payment to us, we could lose future sales or customers may make warranty claims against us and create costly litigation circumstances.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The offering is being conducted on a “best efforts’ basis and the offering scenarios that follow are for illustrative purposes only. The actual amount of proceeds, if any, may differ. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by MCI and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares Among the factors considered were:

Our common stock is not listed on a public exchange. We intend to apply for quotation on the OTCBB. We cannot provide any assurance or guarantee that the Company will ever achieve a listing on the OTCBB or obtain any listing at all. If we are unable to get a listing investors in our common stock would likely not be able to ever sell their stock.

DILUTION

The price of the current offering is fixed at $0.05 per share. This price is significantly greater than the price paid by the Company’s sole officer and director for common equity since the Company’s inception on July 31, 2014. The Company’s sole officer and director paid $0.001 per share, a difference of $0.049 per share lower than the share price in this offering. Anyone investing in the Company’s common stock through this Offering will immediately have significant dilution of their common stock. Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

Plan of Distribution

5,000,000 common shares are issued and outstanding as of the date of this prospectus to our sole officer and director. The Company is registering an additional 4,000,000 shares of its common stock at the price of $0.05 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.financial condition.

The Company will receive all proceeds frommade the sale of those shares. The price per share is fixed at $0.05 for the duration of this offering. Although our common stock is not listed on a public exchange, we intenddecision to apply for quotation on the Over-the-Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must filebecome an application on our behalfSEC “reporting company” in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, who, generally speaking, must approve the first quotation of a security by a market maker on the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.05 for the duration of this offering.

The Company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.05 per share

The offering will conclude on the earlier of; (1) when all 5,000,000 shares of common stock have been sold, or (2) 180 days after this registration statement becomes effective with the Securities and Exchange Commission. There is no minimum number of common shares that we have to sell. There are no minimum purchase requirements. MCI may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable.

In order to comply with the applicable securities laws and regulations. We incur certain costs of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available andcompliance with which MCI has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions,SEC reporting rules and regulations underincluding, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000 per year. On balance, the Exchange Act with regardCompany determined that the incurrence of such costs and expenses was preferable to security transactions during the period of time when this Registration Statement is effective.Company being in a position where it had very limited access to additional capital funding.

In connection with the Company’s selling efforts in the offering, Sommay VongsaWe may be required to incur significant costs and require significant management resources to evaluate our sole officer and director will be selling shares on the Company’s behalf. Our sole officer and director will not registerinternal control over financial reporting as a broker-dealer pursuant torequired under Section 15404 of the ExchangeSarbanes-Oxley Act, but rather will rely upon the “safe harbor” provisions ofand any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 3a4-112b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Generally speaking, Rule 3a4-1 providesSection 404 requires us to include an exemptioninternal control report with our Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. No assurance can be given that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

We may not be able to meet the internal control reporting requirements imposed by the SEC resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. Although the Dodd-Frank Wall Street Reform and Consumer Protection Act exempts companies with a public float of less than $250 million from the broker-dealer registration requirementsrequirement that our independent registered public accounting firm attest to our financial controls, this exemption does not affect the requirement that we include a report of management on our internal control over financial reporting and does not affect the requirement to include the independent registered public accounting firm’s attestation if our public float exceeds $250 million.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the ExchangeSarbanes-Oxley Act, for persons associatedthere is a risk that we may not be able to comply timely with an issuer that participate in an offeringall of the issuer’s securities. Mr. Vongsarequirements imposed by this rule. Regardless of whether we are required to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, if we are unable to do so, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is not subjectunable to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Vongsa will not be compensatedrely on our internal controls in connection with her participationits audit of our financial statements, and in the offeringfurther event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market for and the market price of our common stock and our ability to secure additional financing as needed.

10

Table of Contents

RISKS ASSOCIATED WITH OUR SECURITIES

The price of our shares of common stock may not reflect our value and there can be no assurance that there will be an active market for our shares of common stock either now or in the future.

Although our common stock is quoted on the OTC Markets, our shares of common stock do not trade and the price of our common stock, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

If a more active market should develop, the paymentprice of commissions or other remuneration based either directly or indirectly onour shares of common stock may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in our securities. Mr. VongsaEven if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

Our common stock is not, norsubject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has she been withina market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the past 12 months,rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and he is not, nor has she been within the past 12 months, an associated person of a broker or dealer. Atdealer receive from the endinvestor a written agreement to the transaction, setting forth the identity and quantity of the offering, Mr. Vongsa will continuepenny stock to primarily perform substantial dutiesbe purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the Company orsecurities 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 its behalf otherwise thanthe limited market in connection with transactions in securities. Mr. Vongsa will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii). MCI will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).penny stocks.

DescriptionWe may, in the future, issue additional common shares, which would reduce investors’ percent of Securities to be Registered

Common Stockownership and may dilute our share value.

Our authorized capital stock consistsArticles of Incorporation authorize the issuance of 200,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutesstock. As of the Statedate of Nevada for a more complete descriptionthis Prospectus, the Company had 132,637,500 shares of common stock issued and outstanding. Accordingly, we may issue up to an additional 77,362,500 shares of common stock. The future issuance of common stock and/or preferred stock will result in substantial dilution in the rights and liabilities of holders of our securities.

Non-cumulative Voting

Holders of sharespercentage of our common stock do notheld by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have cumulative voting rights, which means that the holderseffect of more than 50%diluting the value of the outstanding shares votingheld by our investors, and might have an adverse effect on any trading market for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect anyour common stock.

11

Table of Contents

Grays Peak LLC beneficially owns a majority of our directors. After this offering is completed, present stockholders will own approximately 44.44% ofstock, and accordingly, has control over stockholder matters, our outstanding shares.

Cash Dividendsbusiness and management.

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declarationProspectus, Grays Peak LLC (“Grays Peak”), is the holder of any future cash dividend will be at85,000,000 shares of common stock of the Company. As a result, Grays Peak has the discretion to:

Moreover, because of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financialthe significant ownership position our general economic conditions and other pertinent conditions. It is our present intentionheld by Grays Peak, new investors may not be able to pay any cash dividends in the foreseeable future, but rather to reinvest earningseffect a change in our business operations.or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

In addition, sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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

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

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

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.

Though not now, we may be or in the future we may become subject to Nevada'sNevada’s control share law. A corporation is subject to Nevada'sNevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a "controlling interest"“controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

12

Table of Contents

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder'sstockholder’s shares.

Nevada'sNevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

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

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

USE OF PROCEEDS

Selling Security Holders may sell all of the common stock offered by this Prospectus from time-to-time. We will not receive any proceeds from the sale of those shares of common stock. We may, however, receive up to $1,110,300 if all of the shares of Series A Preferred Stock are converted by the Selling Security Holders and if all of the Warrants are exercised for cash by the Selling Security Holders. Any such proceeds we receive will be used for working capital and general corporate matters.

We will pay for expenses of this offering, except that the Selling Security Holders will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

DETERMINATION OF THE OFFERING PRICE

There currently is a limited public market for our common stock. The Selling Security Holders may sell their shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices.

13

Table of Contents

SELLING SECURITY HOLDERS

The Conversion Shares and the Warrant Shares

Effective July 30, 2018, we entered into the Securities Purchase Agreement with the Selling Security Holders, pursuant to which the Company offered and sold an aggregate of $1,060,000 convertible preferred stock units (the “Units”). Each Unit consists of one share of Series A Preferred Stock (the “Series A Preferred Stock”) and one Warrant. The Company closed on the sale of the Units on August 10, 2018. The Company received $1,006,000, net of a 5% percent original issue discount for the Units, at closing of the sale of the Units.

Each share of Series A Preferred Stock has a dividend of 5% per annum, has a liquidation preference senior to all other capital stock of the Company, and is convertible at any time, at the election of the holder of the Series A Preferred Stock, into one share of common stock at a conversion price of $0.125 per share, which conversion price is subject to adjustment for a term of two (2) years for stock splits, stock dividends, combinations, or similar events, and has full ratchet anti-dilution protection. Additionally, each holder of Series A Preferred Stock and has voting rights equal to that number of shares of common stock into which such holder’s shares of Series A Preferred Stock would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of the common stock. The Company has a right to purchase any outstanding shares of Series A Preferred Stock, with 20 days’ notice, at (i) a 115% premium before 180 days after the closing, and (ii) a 125% premium following the 181st day after closing. The holders of shares of Series A Preferred Stock have a right to participate in 50% of all financings of the Company, except for certain exempt offers and sales, for a period of two (2) years following the closing or if there are no shares of Series A Preferred Stock outstanding.

Each Warrant is convertible into one share of common stock at a conversion price of $0.165 per share, for a term of three years, and contains a cashless exercise feature, if such Warrant not registered in a registration statement. The conversion price of $0.165 is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. The Company may call the warrants if shares of the Company’s common stock trades at a volume weighted average price of not less than $0.30 for ten (10) consecutive trading days and are covered by an effective registration statement, where the average daily volume of the common stock for the previous ten trading days has been greater than $75,000.

The shares of Series A Preferred Stock and Warrants were issued pursuant to the exemption from registration afforded by Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated thereunder, and corresponding provisions of state securities laws.

In connection with the offer and sale of the Units, the Company and the Purchasers entered into a Registration Rights Agreement dated July 30, 2018, pursuant to which the Company is obligated to register all of the shares of common stock underlying the Series A Preferred Stock and the Warrants.

We agreed to register for resale 8,882,400 shares of common stock underlying 8,882,400 shares of Series A Preferred Stock held by the Selling Security Holders. In addition, we are registering an additional 402,400 shares of common stock underlying the Series A Preferred Stock, issuable under a 5% dividend payment, payable in shares of common stock on an annual basis, under the terms and conditions of the Series A Preferred Stock. In accordance with Rule 415(a)(1)(i), we are registering 8,882,400 Shares in this offering. We will not receive any proceeds from the sale of these shares of common stock offered by the Selling Security Holders. However, we will receive proceeds from the sale of our common stock upon conversion of the Series A Preferred Stock, if the Selling Security Holders convert any of their shares of Series A Preferred Stock. The conversion price to convert each share of Series A Preferred Stock into one share of common stock is $0.125. The proceeds, if any, will be used for working capital or general corporate purposes.

14

Table of Contents

We are unable to determine the exact number of shares that will actually be sold by the Selling Security Holders according to this prospectus due to:

	·	the ability of the Selling Security Holders to determine when and whether it will sell any of the Conversion Shares or Warrant Shares under this prospectus; and
	·	the uncertainty as to the number of Conversion Shares and Warrant Shares that will be issued upon conversion of the Series A Preferred Stock held by the Selling Security Holders.

The following information contains a description of how the Selling Security Holders shall acquire the shares to be sold in this offering. Neither of the two Selling Security Holders has held a position or office, or had any other material relationship with us, except as follows.

We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities upon conversion of the shares of the Series A Preferred Stock, and the exercise of the Warrants, pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, each of the Security Holders is an “accredited investor and has access to registration-type information about us and its investment.

There are substantial risks to investors as a result of the issuance of shares of our common stock underlying the Series A Preferred Stock. These risks include dilution of stockholders and significant decline in our stock price.

They will periodically purchase shares of our common stock under the terms and conditions of the Series A Preferred Stock and the Warrants, and will in turn, sell such shares to investors in the market at the prevailing market price. This may cause our stock price to decline.

The Selling Security Holders Table

The following table sets forth the names of the Selling Security Holders, the number of shares of common stock beneficially owned by each Selling Security Holder as of the date hereof and the number of shares of common stock being offered by each Selling Security Holder. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holders may offer all or part of the shares for resale from time to time. However, the Selling Security Holders are under no obligation to sell all or any portion of such shares nor are the Selling Security Holders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Security Holders. The “Amount Beneficially Owned After Offering” column assumes the sale of all shares offered.

To our knowledge, the none of the Selling Security Holders is a broker-dealer or an affiliate of a broker-dealer. We may require the Selling Security Holders to suspend the sales of the shares of our common stock being offered pursuant to this Prospectus upon the occurrence of any event that makes any statement in this Prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

_________

* Less than 1%

15

Table of Contents

PLAN OF DISTRIBUTION

This prospectus relates to the resale of shares of our common stock, par value $0.001 per share, by the Selling Security Holders, including (i) 8,882,400 Conversion Shares issuable upon the exercise of certain shares of Series A Preferred Stock,  and (ii) 8,480,000 Warrant Shares issuable upon the exercise of outstanding warrants (the “Warrants”).

We may receive gross proceeds of up to $1,110,300 if all of the shares of Series A Preferred Stock are converted by the Selling Security Holders, and up to $1,399,200 if all of the warrant are exercised to purchase the Warrant Shares.

The Selling Shareholders may, from time to time sell any or all of their shares of common stock on any market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:

The Selling Security Holders may also sell securities under Rule 144 under the Securities Act of 1933, if available, rather than under this Prospectus.

The Selling Security Holders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the Selling Security Holders will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The Selling Security Holders cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the Selling Security Holders. In addition, the Selling Security Holders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus are “underwriters” as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a Selling Security Holder. The Selling Security Holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

16

Table of Contents

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them, and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or any other applicable provision of the Securities Act amending the list of Selling Security Holders to include the pledgee, transferee or other successors in interest as Selling Security Holder under this prospectus.

The Selling Security Holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Security Holders to include the pledgee, transferee or other successors in interest as a Selling Security Holder under this prospectus.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. Otherwise, all discounts, commissions or fees incurred in connection with the sale of our common stock offered hereby will be paid by the Selling Security Holders.

The Selling Security Holders acquired or will acquire the securities offered hereby in the ordinary course of business and have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any Selling Security Holder. We will file a supplement to this prospectus if a Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered. If the Selling Security Holders use this prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of our common stock and activities of the Selling Security Holders. The Selling Security Holders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

We will pay all expenses incident to the registration, offering and sale of the shares of our common stock to the public hereunder other than commissions, fees and discounts of underwriters, brokers, dealers and agents. If any of these other expenses exists, we expect the Selling Security Holders to pay those expenses. We estimate that the expenses of the offering to be borne by us will be approximately $30,000. We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Security Holders.

DESCRIPTION OF SECURITIES

General

The following summary includes a description of material provisions of our capital stock.

Authorized and Outstanding Securities

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of Preferred Stock, par value $0.001 per share, and 9,000,000 of which are designated as Series A Preferred Stock, par value $0.001 per share. As of February 12, 2019, there were issued and outstanding 132,637,500 shares of our common stock, and 8,480,000 shares of our Series A Preferred Stock.

17

Table of Contents

Common Stock

The holders of our common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Series A Preferred Stock

Each share of Series A Preferred Stock has a dividend of 5% per annum, has a liquidation preference senior to all other capital stock of the Company, and is convertible at any time, at the election of the holder of the Series A Preferred Stock, into one share of common stock at a conversion price of $0.125 per share, which conversion price is subject to adjustment for a term of two (2) years for stock splits, stock dividends, combinations, or similar events, and has full ratchet anti-dilution protection. Additionally, each holder of Series A Preferred Stock and has voting rights equal to that number of shares of common stock into which such holder’s shares of Series A Preferred Stock would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of the common stock. The Company has a right to purchase any outstanding shares of Series A Preferred Stock, with 20 days’ notice, at (i) a 115% premium before 180 days after the closing, and (ii) a 125% premium following the 181st day after closing. The holders of shares of Series A Preferred Stock have a right to participate in 50% of all financings of the Company, except for certain exempt offers and sales, for a period of two (2) years following the closing or if there are no shares of Series A Preferred Stock outstanding.

Dividends

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in its business operations and accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.

Warrants

The Warrants issued in connection with the offering of our Series A Preferred Stock and the Warrants to the Selling Security Holders in August 2018, pursuant to which 8,480,000 shares of common stock are issuable thereunder, have an exercise price of $0.165 per share with a term of three years. The conversion price of $0.165 is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. The Company may call the warrants if shares of the Company’s common stock trades at a volume weighted average price of not less than $0.30 for ten (10) consecutive trading days and are covered by an effective registration statement, where the average daily volume of the common stock for the previous ten trading days has been greater than $75,000.

Registration Rights

In in connection with the offering of our Series A Preferred Stock and the Warrants to the Selling Security Holders in August 2018, we entered into a Registration Rights Agreement with the Selling Security Holders dated July 30, 2018, pursuant to which the Company is obligated to register all of the shares of common stock underlying the Series A Preferred Stock and the Warrants, which amounts to 16,960,000 shares of common stock.

We must use commercially reasonable best efforts to keep such registration statement continuously effective until all registrable securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect.

All fees and expenses incident to the performance of or compliance with, the Financing Rights Agreement by the Company shall be borne by the Company

18

Table of Contents

Transfer Agent and Registrar

Our transfer agent is Empire Stock Transfer, Inc. (“Empire Stock Transfer”), whose address 1859 Whitney Mesa Dr., Henderson, Nevada 89014. Empire Stock Transfer’s telephone number is (702) 818-5898.

Indemnification of Officers and Directors

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the Company’s Articles of Incorporation provides for greater individual liability.

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person’s conduct was unlawful.

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the defense.

Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

19

Table of Contents

Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, exe

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation has the authority to indemnify such person against such liability and expenses.

The Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

DESCRIPTION OF BUSINESS

Our Corporate History and Background

GridIron BioNutrients, Inc. (the “Company”) was incorporated on July 31, 2014 under the laws of the State of Nevada. From our formation on July 31, 2014 until October 9, 2017, we were engaged in the business of cloud storage services. Sommay Vongsa served as President, Secretary, Treasurer and sole director from July 31, 2014, until his resignation on October 9, 2017. Concurrent with his resignation, Mr. Vongsa appointed Darren Long, as the Company’s new Chief Executive Officer, Secretary, Chairman of the board of directors, and Secretary; Timothy Orr, as the Company’s new President and a director; and Brian Martinho, as the Company’s new Treasurer and a director. Effective February 26, 2018, Darren Long resigned as a member and Chairman of the Board of Directors, and as Chief Executive Officer, of the Company. Effective February 26, 2018, Brian Martinho resigned as a member of the Board of Directors, and as Treasurer, of the Company. Effective, February 27, 2018, Timothy Orr, as the sole member of the Board of Directors, appointed himself as Secretary and Treasurer of the Company. Mr. Orr is also presently the Company’s President.

20

Table of Contents

Effective November 28, 2017, the board of directors and the stockholders of the majority of voting power of the Company approved an amendment to the Company’s Articles of Incorporation to change the name of the Company from “My Cloudz, Inc.” to “GridIron BioNutrients, Inc.” A Certificate of Amendment to the Articles of Incorporation effecting the change of name of the Company was filed with the Secretary of State of the State of Nevada effective November 27, 2017. The Financial Industry Regulatory Authority, Inc. recognized the name change effective December 18, 2017. Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the name change became effective February 21, 2018.

From inception until we completed our reverse acquisition of GridIron BioNutrients, the principal business of the Company was cloud storage services.

Reverse Acquisition of GridIron BioNutrients

On October 9, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, GridIron BioNutrients, Inc., then a privately-held Nevada corporation since renamed GridIron Ventures, Inc. (“GridIron Ventures”), and the holders of common stock of GridIron Ventures. The holders of the common stock of GridIron Ventures consisted of 3 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 70,000,000 shares of common stock in consideration for all the issued and outstanding shares in GridIron Ventures. The effect of the issuance was that GridIron Ventures shareholders held approximately 57.0% of the issued and outstanding shares of common stock of the Company, giving effect the Share Exchange Agreement.

Darren Long, the founder of GridIron Ventures, became the Company’s new Chief Executive Officer, Chairman of the board of directors, and Secretary, was then the holder of 35,000,000 shares of common stock of the Company. Timothy Orr, became the Company’s new President, a director of the Company, and the holder of 17,500,000 shares of common stock of the Company. Brian Martinho, became the Company’s new Treasurer, a director, is and the holder of 17,500,000 shares of common stock of the Company. The Company’s new officers and sole director, therefore, control an aggregate of 70,000,000, or 57.0%, of the outstanding common stock of the Company, on a fully diluted basis, giving effect to the Share Exchange Agreement.

As a result of the Share Exchange Agreement, GridIron Ventures became a wholly-owned subsidiary of the Company.

The share exchange transaction with GridIron Ventures was treated as a reverse acquisition, with GridIron Ventures as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 10-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of GridIron Ventures.

Organization & Subsidiaries

We have one operating subsidiary, GridIron Ventures, Inc., a Nevada corporation.

Overview of GridIron BioNutrients

Our wholly owned subsidiary, GridIron Ventures was incorporated on July 20, 2017, in Nevada.

The business of GridIron BioNutrients is now the principal business of the Company. GridIron BioNutrients is in the business of marketing and selling cannabidiol products line of capsules, oil, ointments, concentrates and water.

GridIron BioNutrients principal administrative offices are located at 4010 East Tanager Lane, #A, Mead, Washington 99021. Our website is www.gridirionbionutrients.com.

21

Table of Contents

Summary Financial Information

The tables and information below are derived from our audited financial statements as of August 31, 2018.

Primary Business

GridIron BioNutrients is in the business of marketing and selling cannabidiol products line of capsules, oil, ointments, concentrates and water. GridIron BioNutrients is the owner and has right to intellectual property, including trademark, trade names, images, likenesses and other associated intellectual property, such as the name “Gridion BioNutrients” and related to Timothy Orr.

We intend to:

Principal Products

Gridiron BioNutrients principal products currently include:

Gridiron MVP™ Water Beverage (16.9oz)

Gridiron MVP™ Concentrate (2oz / 4oz)

These products contain a proprietary blend of humic and fulvic acid, trace minerals, probiotics, electrolytes, cannabidiol (CBD) within an alkaline of pH10.

Gridiron has secured the rights to this proprietary formulation through its CEO, Timothy Orr. (VERBAL AGREEMENT). Timothy Orr provided the formulation in connection with his receipt of 32,500,000 shares of common stock from the Company.

Gridiron has the exclusive right(s) to develop CBD products with this formulation. However, Gridiron is limited to developing only CBD products with this formulation and as such does not have any rights to develop products that do not contain CBD with this formulation.

In addition to the Gridiron MVP™ beverage and concentrate Gridiron currently has the following products available to market:

Gridiron Probiotic Water Beverage (16.9oz)

Gridiron Pure CBD Water Beverage (16.9oz)

Gridiron Energy Shot (4oz)

Gridiron Salve

Gridiron Premium Hemp Oil Drops (1oz /2oz)

Gridiron Premium Hemp Oil Capsules

Gridiron Gummies

Gridiron executed a 1 month “trial period” Manufacture Distribution Agreement on September 22, 2017 with a manufacturer of high quality CBD for the above mentioned products. The Distribution Agreement allows Gridiron to “White Label” (market and distribute) on a non-exclusive basis the above products under the Gridiron name. The Company anticipates executing a long term Manufacture Agreement with this Company or a similar Company within the next three months.

Distribution of Products

Gridiron’s products are currently available for sale on its website http://gridironbionutrients.com. The Company intends to retain a consultant(s) to provide avenues to distribution its products within the next twelve months. However, in order to retain any consultant(s) the Company will require funding and currently the Company does not have the required funding to accomplish this task. If the Company is unable to secure financing; it would likely result in a material loss of any investment made into the Company.

22

Table of Contents

Competition

Competition within the cannabidiol (CBD) industry is intense with many well-established companies within the market and numerous start-up companies entering the market. Gridiron intends to brand and market high quality CBD products through both exclusive and non-exclusive strategic alliances that will serve to make the Company a market leader.

In addition to the products described herein the Company intends to add an additional CBD water beverage to its product line within the next 4-5 months. The Company can provide no assurance or guarantee that it will be able to develop and/or maintain any strategic alliances now or in the future or that its anticipated new CBD beverage will be accepted by the market if and when developed. If the Company cannot develop and maintain strategic alliances or be successful with the offer of its CBD products and proposed CBD products it would be a significant material negative impact on the business that could result in a significant loss to any investment made into the Company.

Sources of Raw Materials

Gridiron MVP™ product(s) contain proprietary blend of nutrients that are sourced from various third parties and formulated into the water beverage and concentrate. If for any reason any of these sources are disrupted and the Company is unable to obtain the raw materials necessary to formulate the Gridiron MVP™ product(s) it would materially impact the business that may result in significant losses. Moreover, the Company will be dependent upon third party bottling facilities for its Gridiron MVP™ product; currently the Company has no arrangements or otherwise with any bottling facility and cannot provide any assurance that a suitable bottling facility can be retained or maintained in the future.

The Company currently has a Distribution place for the Gridiron Salve, Gridiron Premium Hemp Oil Drops (1oz /2oz) and Gridiron Premium Hemp Oil Capsules. If there is a disruption with the manufacturer of these products for any reason with the Company, it could result in significant delays and/or the inability to deliver the products to customers which would negatively impact the Company’s business.

Strategic Partners

The Company intends to develop both exclusive and non-exclusive strategic alliances that promote the Company’s products.

Intellectual Property

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents.

The Company has filed four trademark applications with the U.S. Patent & Trademark Office (USPTO) as follows:

87594229 - GRIDIRON BIONUTRIENTS in international class 005 (supplements)

87594267 - GRIDIRON MVP in international class 005 (supplements)

87594303 - GRIDIRON BIONUTRIENTS in international class 032 (beverages)

87594316 - GRIDIRON MVP in international class 032 (beverages)

23

Table of Contents

Timothy Orr, the Chief Executive Officer and Chairman of the Board of Directors of the Company, is providing the Gridiron MVP™ formulation(s) to the Company at no charge to the Company. Gridiron has the exclusive right(s) to develop CBD products with this formulation. However, Gridiron is limited to developing only CBD products with this formulation and as such does not have any rights to develop products that do not contain CBD with this formulation.

The Company does not believe that there is any legal limitation on its ability to enforce the protection of its intellectual property due to federal and state laws prohibiting the production and sale of CBD.

Government Regulation and Approvals

We are not aware of any governmental regulations or approvals needed for any of our products. We do not believe that we are subject to any government regulations relating to the ownership and licensing of our intellectual property.

Federal Controlled Substances Act

As of June 2017, there are a total of 29 states, plus the District of Columbia, with legislation passed as it relates to medicinal cannabis. These state laws are in direct conflict with the United States Federal Controlled Substances Act (21 U.S.C. § 811) (“CSA”), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as having a high potential for abuse, has no currently-accepted use for medical treatment in the U.S., and lacks acceptable safety for use under medical supervision.

These 29 states, and the District of Columbia, have adopted laws that exempt patients who use medicinal cannabis under a physician’s supervision from state criminal penalties. These are collectively referred to as the states that have de-criminalized medicinal cannabis, although there is a subtle difference between de-criminalization and legalization, and each state’s laws are different.

The dichotomy between federal and state laws has also limited the access to banking and other financial services by marijuana businesses. Recently the U.S. Department of Justice and the U.S. Department of Treasury issued guidance for banks considering conducting business with marijuana dispensaries in states where those businesses are legal, pursuant to which banks must now file a Marijuana Limited Suspicious Activity Report that states the marijuana business is following the government’s guidelines with regard to revenue that is generated exclusively from legal sales. However, since the same guidance noted that banks could still face prosecution if they provide financial services to marijuana businesses, it has led to the widespread refusal of the banking industry to offer banking services to marijuana businesses operating within state and local laws.

In an effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way.

The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts. The memorandum sets forth certain enforcement priorities that are important to the federal government:

24

Table of Contents

The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property, but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits.

Based on public statements and reports, we understand that certain aspects of those laws and policies are currently under review, but no official changes have been announced. It is possible that certain changes to existing laws or policies could have a negative effect on our business and results of operations.

Although we do not produces, handle or sell cannabis, and the possession, cultivation and distribution of marijuana for medical use is permitted in Nevada, and medical and recreational use is permitted in the State of Washington, where our administrative offices are located, provided compliance with applicable state and local laws, rules, and regulations, marijuana is illegal under federal law. We believe we operate our business in compliance with applicable Nevada and Washington law and regulations. Any changes in federal, state or local law enforcement regarding marijuana may affect our ability to operate our business. Strict enforcement of federal law regarding marijuana would likely result in the inability to proceed with our business plans, could expose us to potential criminal liability and could subject our properties to civil forfeiture. Any changes in banking, insurance or other business services may also affect our ability to operate our business.

Employees

As of the date hereof, we have 3 employees who operate our company. Timothy Orr, our sole officer and director, works full-time on Company operations.

Research and Development Expenditures

For the year ended August 31, 2018, we incurred no research or development expenditures.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own patents.

Facilities

Our current business address is 1119 West 1st Ave., Ste. G, Spokane, Washington 99021.

Reports to Security Holders

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and accordingly, file current and periodic reports, proxy statements and other information with the SEC. We have also filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. You may obtain copies of our reports from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. to 3 P.M. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

25

Table of Contents

PROPERTIES

Our executive offices are located at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021, and we have operational facilities located in Henderson, Nevada. Tim Orr holds the lease under his personal name for the Nevada location, the lease was signed on October 12, 2018 and ends on January 15, 2019 after which if both parties agree can go to a month to month lease. The monthly rent is $3,000 per month. At the location in Washington no rent is paid.

LEGAL PROCEEDINGS

There are no 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 a material interest adverse to the Company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Since September 7, 2018, our shares of common stock have been quoted on the OTCQB tier of the OTC Markets Group, Inc. (the “OTC Markets Group”) under the stock symbol “GMVP.” From December 18, 2017 until September 6, 2018, our shares of common stock were quoted on the OTCPink tier of the OTC Markets Group. From February 6, 2017, until December 17, 2018, our shares of common stock were quoted on the OTCPink tier of the OTC Markets under the stock symbol “MYYZ”. The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTC Markets Group. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. On March 1, 2019, the closing price of the Company’s common stock on the OTCQB was $0.0427 per share.

Stockholders

As of the date of this Prospectus, there were 132,637,500 shares of common stock issued and outstanding held by approximately 54 stockholders of record (including street name holders), 8,480,000 shares of our Series A Preferred Stock, convertible at any time into shares of our common stock at a conversion price of $0.165 per share and warrants with a term of three years, exercisable at any time into shares of our common stock at an exercise price of $0.165 per share.

Transfer Agent

Our transfer agent is Empire Stock Transfer, Inc. (“Empire Stock Transfer”), whose address 1859 Whitney Mesa Dr., Henderson, Nevada 89014. Empire Stock Transfer’s telephone number is (702) 818-5898.

Dividends

We have not paid dividends to date and do not anticipate paying any dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

26

Table of Contents

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not established any compensation plans under which equity securities are authorized for issuance.

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans. We may in the future adopt a stock option plan as our mineral exploration activities progress.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Cautionary Statement Regarding Forward-Looking Information

The statements in this registration statement that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

Results of Operations

Three-Month Periods Ended November 30, 2018 and 2017

We recorded revenues $1,128 for the three months ended November 30, 2018, with the cost of such revenues being $30,063. We recorded revenues of $5,140 for the three months ended November 30, 2017, with the cost of such revenues being $3,983.

For the three months ended November 30, 2018, we incurred total operating expenses of $162,663, consisting of professional fees of $73,212, Insurance of $38,749 and general and administrative expenses of $50,702.

For the three months ended November 30, 2017, we incurred total operating expenses of $23,819, consisting of professional fees of $8,765, and general and administrative expenses of $15,054.

Our net loss for the three months ended November 30, 2018, was $91,408. Our net loss for the three months ended November 30, 2018, was $22,767.

The years ended August 31, 2018 and 2017

For the year ended August 31, 2018, we generated $16,771 in revenues, and the cost of revenues was $81,025. For the year ended August 31, 2017, we generated no revenues.

For the year ended August 31, 2018, we incurred operating expenses of $371,864, consisting of professional fees of $133,882, consulting fees of $72,349, professional fees of $133,822, travel of $46,930 and general and administrative expenses of $56,951. By way of comparison, we incurred operating expenses of 13,476, consisting of solely of general and administrative expenses.

27

Table of Contents

We incurred net losses of $975,524 and $13,476 for the years ended August 31, 2018 and 2017, respectively. The following table provides selected financial data about our company at August 31, 2018 and 2017.

Liquidity and Capital Resources

At November 30, 2018, we had a cash balance of $246,622, and our working capital balance is $64,433. We do not have sufficient cash on hand to complete our plan of operation for the next 12 months. We will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.

Going Concern

As reflected in the condensed consolidated financial statements contained elsewhere is this Registration Statement on Form S-1, as of November 30, 2018 we had cash on hand and had an accumulated deficit of $246,622 and $1,097,175, respectively, and during the three months ended November 30, 2018, we utilized cash for operations and incurred a net loss of $524,869 and $91,408, respectively. Our uses of cash have been primarily for strategic investments we made and operations and marketing efforts to promote and develop our CBD products and our company. Our principal sources of liquidity have been cash provided by financing, primarily through the sale of equity securities and issuance of convertible notes, along with revenues from our principal business activities. Further, we have used cash for various strategic investments for which we typically receive returns when such investments are sold and when or if dividends are declared.

As of the date of this Registration Statement on Form S-1, our cash resources are insufficient to meet our current operating expense requirements and planned business objectives without additional financing. Our ability to continue as a going concern is dependent on our ability to raise additional capital and to ultimately achieve sustainable revenues and income from our operations. We anticipate that significant additional expenditures will be necessary to expand and bring to market our products and investments before sufficient and consistent positive operating cash flows will be achieved. As such, we will need additional funds to operate our business through and beyond the date of this Registration Statement on Form S-1 filing.

To address our capital requirements, in October 2018 we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Cavalry Fund, LP, a Delaware limited partnership (the “Purchaser”), pursuant to which the Purchaser has the right to purchase up to $1,000,000 of our shares of common stock (the “Shares”) at a purchase price equal to 75% of the lowest closing price of our common stock on the over-the-counter markets for the five business days prior to a purchase. The Purchaser, however, will not have the right to purchase more than $300,000 worth of our shares of common stock within a consecutive period of 30 business days. However, we anticipate that additional funds will be needed to continue operations, obtain profitability and to achieve our objectives. There can be no assurance that such funds will be available or at terms acceptable to us. Even if we are able to obtain additional financing, it may contain undue restrictions and covenants on our operations, in the case of debt financing or cause substantial dilution for our stockholders in the case of convertible debt and equity financing.

28

Table of Contents

These and other factors raise substantial doubt about our ability to continue as a going concern. Further, our independent auditors in their audit report for our fiscal year ended August 31, 2018 expressed substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Summary of Significant Accounting Policies

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

Property and Equipment

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

Recent Accounting Pronouncements

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

29

Table of Contents

Timothy Orr

President, Secretary, Treasurer and Director

Timothy Orr, age 47, has served as our President and a director since October 9, 2017. He has also served as Secretary and Treasurer since February 28, 2018. Mr. Orr has over 20 years of legal, business and public and private company experience. Mr. Orr’s law practice focuses on business formation and financing tailored to small and medium size companies. Mr. Orr has acted as outside counsel for publicly traded companies as well as private companies seeking equity financing for the expansion of their business. Additionally, since 2004, Mr. Orr has owned and operated Jameson Capital, LLC, a business development consulting services company. In 1994, Mr. Orr obtained a BA in Biology from Whitworth University, and in 1998, he obtained a JD from Gonzaga School of Law. Mr. Orr’s background as a lawyer and desire to participate in the management of GridIron BioNutrients, Inc. led to our conclusion that he should serve as a director in light of our business and structure.

Term of Office

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

Director Independence

Our board of directors is currently composed of one member, and such member does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the servicesopinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a transfer agent at this time. However, withindirector, though such subjective determination is required by the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, MCI will actNASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by our director and us with regard to our director’s business and personal activities and relationships as its own transfer agent.they may relate to us and our management.

Interests of Named Experts and CounselCertain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.

Significant Employees and Consultants

As of the date of this Prospectus, the Company has no significant employees, other than its officers and directors acting in such capacity.

Audit Committee and 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. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early business development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

30

Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended August 31, 2018, none of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.

Stockholder Communications with the Board Of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced operations.

Employment Agreements

We have no employment agreements with our officers, directors or any other person.

Indemnification Agreements

We have no indemnification agreements with our officers, directors or any other person.

Family Relationships

No family relationships exist between our officers and directors or any person who is an affiliate of the Company.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The summary compensation table below shows certain compensation information for services rendered in all capacities to us by our principal executive officer and principal financial officer and by each other executive officer whose total annual salary and bonus exceeded $100,000 during the fiscal periods ended August 31, 2017 and 2018. Other than as set forth below, no executive officer’s total annual compensation exceeded $100,000 during our last fiscal period.

31

Table of Contents

______________

On October 9, 2017, as a result of the Share Exchange Agreement, the stockholders of GridIron Ventures received 70,000,000 shares of our common stock in exchange for 100% of the issued and outstanding common stock of GridIron Ventures. Timothy Orr, our President, Secretary, Treasurer and director, was one of three stockholders and of GridIron Ventures. Accordingly, he was a recipient of 17,500,000 shares, or 25%, of our common stock issued in connection with the Share Exchange Agreement.

Employment Agreements

None of our executive officers currently have employment agreements with us and the manner and amount of compensation for Timothy Orr, our sole officer and director has not yet been determined.

Potential Payments Upon Termination or Change-in-Control

We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Option Exercises and Fiscal Year-End Option Value Table

We have not issued nor have a stock option plan and as such, there were no stock options exercised by the named executive officers as of the end of the fiscal period ended August 31, 2018.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended August 31, 2018.

We currently do not pay any compensation to our directors serving on our board of directors.

32

Table of Contents

Stock Option Grants

The following table sets forth stock option grants and compensation for the fiscal year ended August 31, 2018:

____________

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended August 31, 2018.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended August 31, 2018.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended August 31, 2018, provided for or contributed to by our company.

33

Table of Contents

DIRECTOR COMPENSATION

The following table sets forth director compensation or the fiscal year ended August 31, 2018:

______________

We currently do not pay any compensation to our directors for serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of the date of this Prospectus, the number of shares of common 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 132,637,500 shares of our common stock issued and outstanding as of the date of this Prospectus.

__________

34

Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended August 31, 2018, the company assumed a related party payable totaling $75,907 through the acquisition and reverse merger as discussed in Note 1 – Organization and Description of Business. The payable was forgiven during the year ended August 31, 2018 resulting in a write off to additional paid in capital of $75,907.

The Company entered into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”), dated April 19, 2018, by and among the Company, Food for Athletes, Inc., a California corporation, Darren Long and Brian Martinho, pursuant to which the Company purchased 35,000,000 shares of common stock of the Company held by Darren Long for a purchase price of $0.0008095 per shares, for an aggregate purchase price of $28,333.33, and purchased 17,500,000 shares of common stock of the Company held by Brian Martinho, for a purchase price of 0.0008095 per share, for an aggregate purchase price of $14,166.67. Additionally, the Company released claims against each the other parties to the Stock Repurchase Agreement, and each of the other parties to the Stock Repurchase Agreement release the Company from all claims.

INTEREST OF NAMED EXPERTS AND COUNSEL

Thomas Puzzo, of Law Offices of Thomas E. Puzzo, PLLC, counsel to the Company, is the holder of 2,500,000 shares of Common Stock of the Company. Law Offices of Thomas E. Puzzo, PLLC, is counsel named in this prospectusProspectus as having prepared part of this Prospectus. Except with respect to Mr. Puzzo, no expert named in this Prospectus as having prepared or certified any part of this prospectusProspectus 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 stockCommon Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering,Offering, a substantial interest, direct or indirect, in the registrantCompany or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

The financial statements included in this prospectusProspectus for the years ended August 31, 2018 and the registration statements2017 have been audited by AntonFruci & Associates II, PLLC, and Chia LLP, 3501 Jamboree Road, Suite 540 Newport Beach, CA 92660, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance onupon such report given upon the authority of said firm as experts in auditing and accounting.

TheUnless otherwise indicated in the applicable prospectus supplement, Law OfficeOffices of Timothy S. Orr,Thomas Puzzo, PLLC, has rendered an opinion with respect towill provide opinions regarding the validity of the shares of common stock coveredour Common Stock. Law Offices of Thomas Puzzo, PLLC may also provide opinions regarding certain other matters. Any underwriters will also be advised about legal matters by this prospectus.their own counsel, which will be named in the prospectus supplement.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our Bylaws 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 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed 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.

35

Information with Respect to the Registrant

DESCRIPTION OF BUSINESS

Business Development

On July 31, 2014 Mr. Sommay Vongsa, president and sole director incorporated the Company in the State of Nevada and established a fiscal year end of August 31. MCI intends to market and sell its planed secure online data storage through its intended website.

The Company has not yet implemented its business model and to date has generated no revenues. It is the Company’s intention to provide its customers with a software program to management and aggregate individual cloud storage services that will appear and act as one large drive to the user. The user need know or care where or how their data is distributed across multiple storage platforms, but can rest assured there data will be safe and secure. Other features the MCI program will have is it will encrypt all data prior to uploading to the cloud and it will not have a file size restriction as many current providers do.

Currently MCI has identified 5 service providers whose aggregated free cloud storage could provide a MCI user with 57 gigabytes of free cloud storage to be managed by your application available for $9.99.

 MCI intends to develop and deliver a computer software program for Windows, MAC, OSI and Android systems that will allow its customers to aggregate and managed multiple Cloud Storage accounts as one. Using the application the user may sign up for multiple free or paid for Cloud Storage accounts from Cloud Storage providers such as Microsoft, Apple, Dropbox and others. Users of our application could sign up for as much as 57 gigabytes of free cloud storage using multiple services but have them treated as one single drive on their desktop or mobile device. Our application sells for $9.99 and be available from our website, the Apps Store and Google’s store. Not only will our application manage and consolidate multiple Cloud Storage accounts but it will also offer a higher level of security currently available, most Cloud Storage provider encrypt a users files once they reach the cloud but transfer those files across the Internet unencrypted. The MCI application will encrypt a user’s file on the local device prior to uploading them to the Cloud.

We intend to market our services on the Internet. We have three planned phases to our operations over the next twelve months. The business activities and related expenses in each phase will be affected by the proceeds from sales of shares in this offering received by the Company as discussed below.

Plan of Operation

Over the 12-month period starting upon the effective date of this registration statement, our company must raise capital to introduce its planned products and start its sales. We intend to raise the capital by investors investing in our startup company. We intend to market our services on the Internet. We have three planned phases to our operations over the next twelve months. The business activities and related expenses in each phase will be affected by the proceeds from sales of shares in this offering received by the Company as discussed below.

The Company has not yet implemented its business model and to date has generated no revenues.

It is the Company’s intention to provide its customers with a large amount (50 plus gigabytes) of free cloud storage and security features available in the market today.

Over the next twelve months, the Company plans to introduce software with several different features:

Within the first quarter the company will hire a company or individual to create MCI’s website, the Company anticipate the website will be complete 180 days after this prospectus becomes effective. The Company anticipates the cost of website development to be $5,000.

Within the first quarter the company will apply for the free licenses to use the identified Cloud Storage providers API (Applied programming Interface). The API provided for free by Companies such as Microsoft, Google and other Cloud Service Providers allows My Cloudz application to upload storage and download files onto their cloud servers. Other than the president’s time to fill out the API software developers request forms and submit them there are no hard cost associated with this step.

Within 180 days of this prospectus being approved the company intends to hire a third party company or individual to begin writing the company’s application, the development work will happen in four phases with 4 product releases. (MCI is considering contract programmers in India, Russia, China and Serbia; however, as of the date of this prospectus has not engaged any programmers).

The first anticipated product will be for a Windows compatible machine that will allow the encryption and storage of users files across multiple cloud storage services provider with a capability of over 50 gigabytes of cloud storage. The initial product will only allow for the manual uploading and restoring of files and will be used as an emergency backup system. MCI anticipates the product will be released with 360 days of this prospectus being approved and should cost $30,000.00.

The next product to be released will be the Cloudz application for Apple desktops, MCI anticipates this development to start within 30 days of the Windows development and to be completed within 360 to 390 days after this prospectus becomes effective. MCI anticipates it will cost approximately 25,000 for development.

The next development project will be for the Ipad and Iphone OSI systems. The Company anticipates these applications to be developed within 270 days of this prospectus being approved and have budgeted $20,000 for these applications. With the large number of applications developers and the vast amount of developer tools available the cost to develop applications has dropped dramatically in the past 3 years.

The last product development to commence development will be the Android application the company anticipates this application development will begin 360 days after this prospectus becomes effective and will cost approximately $20,000.00.

Once the Company has written applications for the 4 major operating systems that allow manual file backup and retrieval the Company intends to add additional features to each platform. These additional features would include automatic backup syncing, as soon as a user modifies a file in the MyCloudz folder it will automatically be encrypted and sent to the Cloud. File sharing, allowing a user to share specific Cloud stored files with other users.

In the event the Company sells 25% of the shares offered, the Company intends to scale back its planned software development to providing a secure data backup service only thereby reducing its anticipated software development expense to $13,550. In addition, the Company will reduce its planned business travel expense to $3,000; scale back the purchase of its computer hardware to $4,000 and reduce planned market research expense to $2,500. Office supplies expense will be reduced to $550 and the required server farm rental will be reduced to $3,000. Logo development expense will be reduced to $3,000; website development will be reduced to $2,500; online advertising expense will be reduced to $6,000 thereby reducing total sales and marketing expenses to $12,000 (see Use of Proceeds, page 14).

In the event the Company sells 50% of the shares offered, the Company intends to scale back its planned software development to providing a secure data backup service and multiple layers of passwords allowing various layers of access to limited amounts of data only thereby reducing its anticipated software development expense to $35,500. In addition, the Company will reduce its planned business travel expense to $5,000; scale back the purchase of its computer hardware to $8,000 and reduce planned market research expense to $7,000. Office supplies expense will be reduced to $1,300 and the required server farm rental will be reduced to $3,500. Logo development expense will be reduced to $5,500; website development will be reduced to $5,000; online advertising expense will be reduced to $17,300 thereby reducing total sales and marketing expenses to $28,300 (see Use of Proceeds, page 14).

In the event the Company sells 75% of the shares offered, the Company intends to scale back its planned software development to providing a secure data backup service, multiple layers of passwords allowing various layers of access to a limited amounts of data and a military grade data purge of all data associated with that password thereby reducing its anticipated software development expense to $71,250. In addition, the Company will reduce its planned business travel expense to $8,000; scale back the purchase of its computer hardware to $9,000 and reduce planned market research expense to $9,000. Office supplies expense will be reduced to $3,050 and the required server farm rental will be reduced to $5,000. Logo development expense will be reduced to $7,000; online advertising expense will be reduced to $20,800 thereby reducing total sales and marketing expenses to $33,300 (see Use of Proceeds, page 14).

The Market Opportunity

Through Internet research management believes that by 2018 the cloud storage market will reach $46 billion dollars.

Additional research suggest there are nearly a billion individual (non corporate) Cloud Storage users and that the company’s offering of 57 gigabytes of consolidation free could storage for a one time fee of $9.99 will be one of the best values available in the market place.

The company’s management also believes that the established Cloud Storage providers in the short term will offer more and more free storage and soon a user will be able to aggregate over 100 gigabytes of free storage.

The Company believes the High School, College and University Students who are generally thrifty and tech savvy will make up the Company’s initial target market.

Description of our Product

MCI intends to provide secure online storage in the cloud. We intend to have our first feature of our intended software to be online backup services that is protected by highest levels of encryption algorithms as well as ghosting and spoofing techniques of Intent IP addresses making it virtually impossible to track.

Our second feature will be to have multiple layers of passwords allowing various layers of access to a limited amount of data.

Our third feature we intend to have in our software is if you used the same login with another password it would cause a military grade data purge of all data associated with that password.

Our fourth planned feature’s may include the opportunity to dispatch help such as the local police should someone be forced to reveal sensitive data against their will. For example a password could give access to non-critical data but at the same time that password could cause the system to dispatch police to a specific location.

Marketing

Our marketing strategy will be strictly using electronic media for both product delivery and marketing. Our products for the Mac Computer and Windows Computer will be available for download from our website while the applications for the Iphone and Ipad will be available for download from Apple’s App Store and our product supporting Android devices will be available from Google Play.

We use traditional e-marketing techniques such as Cloud Chat Rooms and contacting people who blog about Cloud Storage. Non-spam email campaigns, purchasing Google Ad words, utilizing twitter, messaging and other social media outlets.

The Company feels that students in high school and universities would be our first target group; they are generally tech savvy, budget conscious and can be a major influence in a product going viral.

The Company once it has its product offering being desktop and mobile would begin a messaging and email campaign directed at students

In addition, we will offer prospective customers a referral incentive whereby they can earn 3 additional free months if they refer a customer that signs up for online storage. We do not intend to profit from the first phase of our marketing strategy. We intend only to drive traffic and make people aware of our online presence.

In the third phase of our Marketing campaign intend to engage an online marketing company that we would pay to drive traffic to our site; this will last for 90 days after which we believe we will be well enough known to start getting in subscriptions for our services. We do not intend to profit from our initial marketing campaign to generate initial web site traffic. Once we have obtained steady sales traffic on our site (estimated to take 120 days following the closing of this offering), we will initiate the second stage of our strategy. The combined cost of logo development and website development is approximately $62,000. The Company anticipates that within 150 days of this offering the Company’s BETA web site and initial product offering will be launched

For the second phase of our marketing strategy, we intend to enhance and improve our website by making it both easier to use and to introduce additional services. Total cost of web site development is estimated at $5,000, we intend to increase our planed logo development to $7,000 for the year. We plan to further develop name awareness by submitting our website to search engines at an estimated cost of $20,800.

The third phase of our strategy is to extend our brand awareness by expanding our marketing efforts we intend to increase our logo development to $10,000 and increase our estimated online advertising cost to $22,800.

Competitive Advantages

Software development contractors from South Africa, India or China will be contracted to design our intended software and we will utilize the most cost effective one. Utilizing contractors means that we can offer a finished software product for a better cost to value ratio.

Intellectual Property

We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in the United States, Canada, and other jurisdictions.

We intend to aggressively assert our rights under trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of data storage. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Employees and Employment Agreements

As the date of this prospectus, MCI has no permanent staff other than its sole officer and director, Mr. Sommay Vongsa, who is the President and director of the Company. Mr. Sommay Vongsa has the flexibility to work on MCI up to 20 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.

There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial servicing. Once the Company begins building its Internet website, the Company will hire an independent consultant to build the site.

AVAILABLEWHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, undertogether with all amendments and exhibits, with the Securities Act with respect to the common stock offered hereby.SEC. This prospectus,Prospectus, which constitutesforms a part of thethat registration statement, does not contain all ofinformation included in the registration statement. Certain information set forth inis omitted and you should refer to the registration statement and its exhibits. With respect to references made in this Prospectus to any of our contracts or other documents, the references are not necessarily complete and you should refer to the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please reviewattached to the registration statement including exhibits, schedules and reports filed as a part there of.

Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirementsfor copies of the Exchange Actactual contracts or documents. You may read and copy any document that we intend to furnish our shareholders annual reports containing financial statements audited by our registered independent auditors and to make available quarterly reports containing unaudited financial statements for each offile at the first three quarters of each year. Such reports and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SECCommission’s Public Reference Room at 100 F Street, N.E,N.E., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You mayPlease call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically withrooms. Our filings and the SEC, you mayregistration statement can also obtain this informationbe reviewed by visitingaccessing the SEC’s Internet website at http://www.sec.gov.

Reports to security holdersCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

After we complete this offering, we willFruci & Associates II, PLLC, is our independent registered public accounting firm. There have not be required to furnish youbeen any changes in or disagreements with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a)accountants on accounting and financial disclosure or 15 (d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room or visiting the SEC’s Internet website (see “Available Information” above).other matter.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatening.