Securities Act File No. 333-221327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1S-1/A

Amendment No. 6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Arazu IncorporatedARAZU INCORPORATED

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

The Office, 23 Barton Road, Market Bosworth

Warwickshire, England CV13 0LQ U.K.

(Address of Principal Executive Offices)

01455-290363

(Registrant’s Telephone Number, Including Area Code)

Mr. Paul Clewlow, Chief Executive Officer

Arazu Incorporated

The Office,

23 Barton Road,

Market Bosworth

Warwickshire, England CV13 0LQ U.K.

U.K. Telephone 01455-290363(Name and Address of Agent for Service)

Copies to:

 (Address, including zip code, and telephone number, including area code,

John D. Thomas, Esq.

John D. Thomas, P.C.

11650 South State Street, Suite 240

Draper, UT 84020

Telephone: (801) 816-2536

Facsimile: (801) 816-2537

Approximate Date of registrant's principal executive offices)

Incorp Services, Inc.

17888 67th Court

North Loxahatchee, Florida 33470

(Address, including zip code, and telephone number,

including area code, of agent for service)

All Communications to:

Brenda Hamilton, Esquire

Hamilton & Associates Law Group, P.A.

101 Plaza Real Suite 202 N

Boca Raton, Florida 33432

Telephone No. (561) 416-8956

Facsimile No.: (561) 416-2855

http://www.securitieslawyer101.com

(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public:Proposed Public Offering:As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant toin reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following 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. [  ]☐

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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“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY __, 20142018

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

Arazu Incorporated11,209,000 Shares of Common Stock

4,460,000 Common Shares

ARAZU INCORPORATED

Selling shareholders areThe 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 offering up to 4,460,000sell these securities and it is not a solicitation of an offering to buy these securities in any state where the offering or sale of such securities is not permitted.

This prospectus relates to the resale of shares of Common stock of Arazu Incorporated (hereafter, “we” “us” “our”, “Arazu” or the “Company”) by certain holders of common stock.  The selling shareholders will offer their shares (“Holders”) of the Company, at $.25a price of $0.05 per share until our shares of common stock are quoted on the OTCQB Market Place or on the OTC Bulletin Board, and assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive any of the proceeds from the sale of the shares fromby the selling shareholders.holders.  

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTCQB Marketplace or on the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTCQB Marketplace or on the OTC Bulletin Board orBoard.  

 We are classified as a shell company as defined by Rule 405 of the Securities Act and are subject to additional regulatory requirements as a result of this status, including limitations on any listed exchange.our shareholders’ ability to re-sell their shares in our company, as well as additional disclosure requirements.

We are an “emerging"emerging growth company”company" as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”("Jobs Act"), and will therefore be subject to reduced public company reporting requirements.

This offeringAn investment in our common stock is highly speculativesubject to many risks and these securitiesan investment in our shares will also involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.risk. See “Risk“Risk Factors” beginning on page 7.4 to read about factors you should consider before purchasing shares of our common stock.

 _______________________________________  

Neither the Securities and Exchange CommissionSEC nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the SEC. The selling stockholders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.  

The date of this prospectus is _______, 2014.May __, 2018  

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TABLE OF CONTENTS

The following table of contents has been designed to help you findYou should rely only on the information contained in this prospectus. We encourage you to read the entire prospectus.

     Page

We have not authorized any other person to giveprovide you any supplementalwith different information. If anyone provides you with different or inconsistent information, or to make any representations for us. Youyou should not rely uponon it. The selling stockholders are not offering to sell these securities in any information about our company thatjurisdiction where such offering or sale is not contained in this prospectus. Information contained in this prospectus may become stale.permitted. You should not assume that the information containedappearing in this prospectus or any prospectus supplement is accurate only as of anythe date other than their respective dates, regardless ofon the time of deliveryfront cover of this prospectus, any prospectus supplement or of any sale of the shares.prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

All statements contained in this prospectus that are not historical facts, including statements regarding anticipated activity, are “forward-looking statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties and are based on our beliefs and assumptions and information currently available to us. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “forecast,” “continue,” “strategy,” or “position” or the negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those dates. The selling stockholders are offeringexpressed or forecasted in the forward-looking statements, including:

PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to sell,consider. You should read carefully the more detailed information set forth under “Risk Factors” and seeking offersthe other information included in this prospectus. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “Arazu” and the “Company” refer to buy, sharesArazu Incorporated. We refer in this prospectus to our executive officers and other members of our common stock only in jurisdictions where offers and sales are permitted.management team, collectively, as “Management.”

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SUMMARY INFORMATION

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Company Organization

Arazu Incorporated, (“us”, “we” or “our”) is a Florida corporation, was formed on March 3, 2014, by our sole officer and director, Paul Clewlow, to market and distribute motorcycle parts in the U.S. for ExactRep Limited, a designer and creator of aftermarket motorcycle parts located in the United Kingdom. We sell ExactRep parts and accessories designed to make aesthetic modifications for motorcycle enthusiasts seeking to customize their bikes.

Our principal executivebusiness office and mailing address is located atThe Office, 23 Barton Road, Market Bosworth, Warwickshire, England CV13 0LQ. Our0LQ U.K., and our telephone number is +44 01455-290363. Our corporate website is located at www.arazuinc.com and is not part of this prospectus.

Business

Our operations to date have been:been devoted primarily to start-up and development activities, which include: (i) founding the company; (ii) developing our business plan; (iii) identifying our portfolio of motorcycle related aftermarket products; (iv) entering into an agreement with ExactRep Limited to become the exclusive distributor of their parts in the U.S.; and (v) creating the U.S. branding campaign for the ExactRep products we will sell.

From our inception on March 3, 2014, untilInitially, the Company’s sole executive officer Paul Clewlow who resides in the United Kingdom, will manage the Company’s day-to-day operations which initially will be primarily online. In addition, the Company will utilize the services of (4) part-time employees and various contractors who assist Mr. Clewlow in the United States and the United Kingdom.

During the fiscal years ending April 30, 20142017 and 2016, we have had limited operating activities. Since March 3, 2014, (inception) throughAlso during the fiscal years ending April 30, 2014,2017 and from March 3, 2014 (inception) to September 2, 2014,2016, we had revenues of $15,000$8,694 and $45,000$9,035, respectively. From inception toFor the fiscal years ended April 30, 2014,2017 and 2016, we havehad a net loss of $44,177.$147,934 and $127,631, respectively.

FromWe believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company. Since inception, untilour monthly burn rate has been approximately $8,500 per month. Upon approval of this registration statement, and as we further implement our business plan, we estimate our burn rate will significantly increase to approximately $35,000 per month. The increase in our burn rate is expected to be due to increased regulatory compliance costs, and operations and marketing costs associated with the further implementation of our business plan. We estimate that without related party loans or sales of the Company’s securities to fund operations, existing cash and cash equivalents are insufficient to fund current operations beyond April 30, 2014, and from March 3, 2014 (inception) to September 2, 2014,2018.

Neither management nor our shareholders have had preliminary contact or discussions with, nor do we raised an aggregate of $10,000 and $57,500, respectively, from the sale of our common stock. We used the proceedshave any present plans, proposals, arrangements or understandings with, any representatives of the offering for working capital.owners of any business or company regarding the possibility of an acquisition or merger, change of control, or similar transaction.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

● the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

● the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

● the date on which such issuer has, during the previous three (3)-year period, issued more than $1,000,000,000 in non-convertible debt; or

● the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

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As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires issuersIssuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

The Offering

As of the date of this prospectus we had 20,370,00031,209,000 shares of common stock outstanding.

Selling shareholders are offering up to 4,460,00011,209,000 shares of common stock. TheOur selling shareholders will offersell their shares at $.25the price of $0.05 per share until the price of our shares areis quoted on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.prices.

We will pay all expenses of registering the securities, estimated at approximately $40,000.$48,000. We will not receive any proceeds of the sale of these securities.

To be quoted on OTCQB marketplace or on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

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Financial Summary

The tables and information below are derived from our audited financial statements for the period from March 3, 2014 (Inception) tofiscal years ended April 30, 2014.2017 and 2016, and unaudited financial statements for the six months ended October 31, 2017 and 2016.  Our working capital as of April 30, 20142017 and 2016 was a deficit of $27,873$408,512 and $283,078, respectively. As of September 2, 2014,April 30, 2017 we had cash on hand of approximately $4,127.$157.

RISK FACTORS

In additionAn investment in our securities involves certain risks relating to our business and operations. You should carefully consider these risks, together with all of the other information providedincluded in this prospectus, before you should carefully considerdecide whether to purchase shares of our Company. If any of the following risk factors in evaluatingrisks actually occur, our business, before purchasing anyfinancial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock.stock could decline and you may lose all or part of your investment.

Risks Related to Our Financial ConditionBusiness

There isOur auditors have expressed substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.concern.

We had a net losses and net cash used in operations of $44,177 and $9,950, respectively from our inception on March 3, 2014 throughOur audited financial statements for the fiscal years ended April 30, 2014. As a result, our independent registered public accounting firm has included an explanatory paragraph in their audit opinion2017 and 2016 were prepared assuming that we may be unable towill continue our operations as a going concern. Our limitedWe do not, however, have a history of operating history and financial resources raisesprofitably. Consequently, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concernconcern. Our continued operations are highly dependent upon our ability to increase revenues, decrease operating costs, and our financial statements contain a going concern qualification.complete equity and/or debt financings. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that mightmay result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

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uncertainty. We are a recently formed company with little or no historical performance for you to base an investment decision upon, and we may never become profitable.

We were recently formed on March 3, 2014. From our inception through April 30, 2014, and from our inception through September 2, 2014, we had revenues of $15,000 and $45,000. Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficultiesestimate that we will facenot be able to continue as an early stage company, and whethera going concern after December 31, 2018 unless we will ever become profitable.

are able to secure capital from one of these sources of financing. If we are unable to generate sufficient revenues for our operating expenses we will needsecure such financing, which we may be unable to obtain; should we fail to obtain sufficient financing,cease operations and investors in our potential revenues will be negatively impacted.

We were recently formed on March 3, 2014. From our inception through April 30, 2014, and from our inception through September 2, 2014, we had revenuescommon stock could lose all of $15,000 and $45,000, respectively. These revenues were derived from our license agreement with ExactRep whereby we are paid $15,000 monthly to develop its branding campaign. After September 3, 2014, we will no longer receive these sums and as such will be dependent upon products sales for our revenues.  To date, we have no revenues from the sale of our products. Because we have no revenues from product sales and lack historical financial data, including revenue data, our future revenues are unpredictable. Our operating expenses are presently approximately $4,000 per month or $48,000. This amount does not include $10,000 per month which we owe to our sole officer and director which accrues until February 28, 2017 and an aggregate of $10,000 per month which we owe to two consultants, which accrues until September 30, 2014. After this registration statement is declared effective our operating expenses will be approximately $9,000 per month or $108,000, not including accrued salaries and amounts due to our two consultants. We will require $9,000 per month or $348,000 over the next twelve months to meet our existing operational costs, which consist of rent, advertising, salaries and other general, administrative expenses and to comply with the costs of being an SEC reporting company.

As of September 2, 2014, we had cash on hand of approximately $4,127 for our operational needs. We do not have cash on hand to meet our monthly operating expenses. Assuming the amounts due to our sole officer and director and two consultants continues to accrue we will have cash for our operating needs for approximately one month. Until we generate material operating revenues, we require additional debt or equity funding to continue our operations. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding. We do not have any plans or specific agreements for new sources of funding and we have no agreements for financing in place.

Expenses required to operate as a public company will reduce funds available to implement our business plan and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $60,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Bulletin Board, or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC Bulletin Board. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.investment.

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Risks Related to Our Business

We have not generated revenue fromvoluntarily implemented various corporate governance measures, in the saleabsence of our productswhich, shareholders may have more limited protections against interested director transactions, conflicts of interest and our future revenues are dependent upon our agreement with ExactRep Limited.similar matters.

We have no revenues fromFederal legislation, including the saleSarbanes-Oxley Act of our products. Our sole source of revenues is from our agreement with ExactRep Limited which allows us to distribute their products2002, has resulted in the U.S. Underadoption of various corporate governance measures designed to promote the agreement, ExactRep is required to pay us $15,000 per month for six (6) months to develop the branding campaign for its products in the U.S.  We will not be paid any sums for this campaign after September 3, 2014 and unless we generate product sales, we will not have revenues. We have no alternative sources of revenue. There is no assurance that we will generate revenues from the sale of our products in the future. Should we fail to generate revenues from the sale of our products, our financial condition will be negatively impacted and you will likely lose your entire investment.

We are dependent upon ExactRep to supply allintegrity of the products we sellcorporate management and any increase in the component prices it pays could increase our products costs and negatively affect our operations.   

All of our products are supplied by ExactRep Limited. ExactRep contracts with its suppliers on a non-exclusive basis, our operations may be interrupted or otherwise adversely affected by delays in the supply of parts or components to ExactRep. Even if parts and components are available from alternative sources, ExactRep may face increased costs and delays in connection with the replacement of an existing supplier with one or more alternative suppliers which could cause delays and cost increases for our products. These factors could have a material adverse effect on our business, prospects, and results of operations or financial condition.

We are dependent upon ExactRep to fulfill the orders for the products we sell.

ExactRep will fulfill all product orders from our website and we will be dependent on them to manage their inventory, process orders, and deliver products to our customers in a timely manner.

Because ExactRep fulfills the orders from our customers, we have limited control over how and when orders are fulfilled. We also have limited control over the products that ExactRep keeps in stock.  ExactRep may not accurately forecast the products that will be in high demand or they may allocate popular products to other resellers, resulting in the unavailability of certain products for delivery to our customers. Any inability to offer a broad array of products at competitive prices and any failure to deliver those products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers.

We will rely on third-party delivery services to deliver our products to our customers on a timely and consistent basis, and any deterioration in our relationship with any onesecurities markets. Some of these third parties or increasesmeasures have been adopted in the fees that they charge could harm our reputation and adversely affect our business and financial condition.

We will rely on third parties for the shipment and delivery of our products and we cannot be sure that we willresponse to legal requirements. Others have relationships with these third parties on terms that are favorable to us, or at all. Shipping costs may increase over time, which could harm our business, prospects, financial condition and results of operationsbeen adopted by increasing our costs of doing business and resultingcompanies in reduced gross margins. In addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required to locate alternative carriers for the shipment of products to our customers. Changing carriers could have a negative effect on our business and operating results due to package tracking and delays in order processing and product delivery. We could be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

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Purchasers of aftermarket motorcycle parts may not choose to shop online, which would prevent us from generating revenues.

The online market for aftermarket motorcycle parts is less developed than the online market for many other business and consumer products, and currently represents only a small part of the industry. Our success will depend in part on our ability to attract new customers and to convert customers who have historically purchased aftermarket motorcycle parts through traditional retail and wholesale operations. Furthermore, we may have to incur significantly higher and more sustained advertising and marketing expenditures or may need to price our products more competitively than we currently anticipate in order to attract additional online consumers and convert them into purchasing customers.

Specific factors that could prevent prospective customers from purchasing from us include:

·

concerns about buying motorcycle parts without face-to-face interaction with sales personnel;

·

the inability to physically handle, examine and compare products;

·

delivery time associated with Internet orders;

·

concerns about the security of online transactions and the privacy of personal information;

·

delayed shipments or shipments of incorrect or damaged products;

·

increased shipping costs; and

·

the inconvenience associated with returning or exchanging items purchased online

If the online market for motorcycle aftermarket parts and accessories does not gain widespread acceptance, our business and financial results will likely fail.

If we fail to offer a broad selection of products at competitive prices to meet our customers’ demands, we may not be profitable.

In order to successfully market and distribute our products, we must successfully offer, on a continuous basis, a broad selection of motorcycle aftermarket parts that meet the needs of our customers. Our products are used by consumers for a variety of purposes, including performance, improved aesthetics and functionality. In addition, to be successful, our product offerings must be broad, competitively priced, well-made, innovative and attractive to a wide range of consumers. We cannot predict with certainty that we will be successful in offering products that meet all of these requirements. Should our target market not be as responsive to our products we will be unable to generate sufficient revenues to become profitable.

While many new products are regularly introduced, only a relatively small number of aftermarket motorcycle parts companies account for a significant portion of net revenue in our industry. Our products may not be desired for purchase by consumers, or competitors such as motorcycle manufacturers may develop products that imitate or compete with our products, and take our targeted revenue stream away from us or reduce our ability generate revenue. Aftermarket motorcycle parts sold by our competitors may take a larger share of our target market than we anticipate which could prevent us from generating meaningful revenue or cause our revenue streams to fall below our expectations. If our competitors develop more successful products or offer competitive products at lower price, we may never generate meaningful revenues and you could lose your entire investment.  

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We may not be able to compete effectively against other companies selling aftermarket motorcycle products.

We compete with both online and offline retailers who offer aftermarket motorcycle parts.

Our Competitors include the following:

·

national motorcycle parts retailers such as Advance Auto Parts, AutoZone, Napa Auto Parts, and Pep Boys;

·

large online marketplaces such as Amazon.com and sellers on eBay.com;

·

other online retailers and aftermarket motorcycle add on parts websites;

·

local independent retailers or niche motorcycle aftermarket parts retailers; and

·

wholesale aftermarket motorcycle parts distributors.

We believe the principal competitive factors in our market are helping customers easily find their aftermarket motorcycle parts, maintaining an appealing product catalog that maps individual aftermarket partsresponse to the relevant motorcycle brand, broad product selection and availability, price, knowledgeable customer service, and order fulfillment and delivery. Mostrequirements of our competitors will be larger, have stronger brand recognition or may have access to greater financial, technical, and marketing resources or have been operating longer than we have.

If we are unable to manage the challenges associated with our operations in both the United Kingdom and the United States, our results of operations will suffer.

We maintain business operations in the United States and the United Kingdom. Our U.K. operations include product fulfillment, internet marketing, and customer support services. Our products will be delivered from the U.K. to our customers in the U.S. We are subject to a number of risks and challenges that specifically relate to our operations being conducted in both the U.K. and U.S.. We may not be successful if we are unable to meet and overcome these challenges, which could prevent us from generating revenues from our products and limit the growth of our business.

These risks and challenges include:

·

the amount and timing of operating costs and capital expenditures relating to implementing our plan of operations and infrastructure;

·

difficulties and costs of staffing and managing foreign operations;

·

restrictions imposed by local labor practices and laws on our business and operations;

·

exposure to different business practices and legal standards;

·

unexpected changes in regulatory requirements;

·

the imposition of government controls and restrictions;

·

political, social, and economic instability and the risk of war, terrorist activities, or other international incidents;

·

the failure of telecommunications and connectivity infrastructure;

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·

natural disasters and public health emergencies;

·

potentially adverse tax consequences;

·

the failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property; and

·

fluctuations in foreign currency exchange rates and relative weakness in the U.S. Dollar.

If commodity prices such as fuel, plastic, and steel continue to increase, we may not be profitable.

Our third party delivery services may increase fuel surcharges from time to time, and such increases negatively impact our margins, if we are unable to pass all of these costs directly to consumers. Increasing prices in the component materials for the parts we sell may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and as they increase the prices they charge. We cannot ensure that we can recover all the increased costs through price increases, and ExactRep may not continue to provide the consistent quality of product to our customers as they may substitute lower cost materials to maintain pricing levels, all of which may have a negative impact on our business and results of operations.

Volatility in the prices of raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect results of our operations.

The prices of raw materials critical to our business and performance, such as steel, are based on global supply and demand conditions. Certain raw materials used by our suppliers, including polyurethane foam, vinyl, plastics, steel, polyester fiber, bicomponent fiber, and machined fiber are only available from a limited number of suppliers, and it may be difficult for ExactRepto find alternative suppliers at the same or similar costs this may affect our costs on products we sell and we may therefore not be profitable. The impact of any volatility in the prices of energy or the raw materials on which we rely, including the reduction in demand for certain products caused by such price volatility, could result in a loss of revenue and profitability and adversely affect our operations.

Some of our business may be cyclical. A downturn or weakness in overall economic activity can have a material negative impact on sales.

Historically, sales of products that Arazu distributes have been subject to cyclical variations caused by changes in general economic conditions. During recessionary periods,national securities exchanges, such as the recent global economic recession, we may be adversely affected by reduced demand for our products. In addition,NYSE or the strength ofNasdaq Stock Market, on which their securities are listed. Among the economy generally may affect the rates of expansion.

Our product design and technology are not protected by intellectual property rights.

The design and technical features of the ExactRep motorcycle parts and products that we sell are not protected by any patent, trademark, or other intellectual property rights. The component parts are manufactured by third parties and include componentscorporate governance measures that are not unique to our products. As a result,required under the designrules of national securities exchanges are those that address board of directors' independence, and technical features of our products are vulnerable to being copied or imitated by competitors. Our competitors may have or develop equivalent or superior manufacturing and design skills, and may develop an enhancement that will be patentable or otherwise protected from duplication by others. These events could have a material adverse effect on our business, prospects, results of operations, and financial condition.

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Increasing costs of doing business in many countries in which we operate may adversely affect our business and financial results.

Increasing costs such as labor and overhead costs in the countries in which we operate may erode our profit margins and compromise price competitiveness. Our profitability also depends on our ability to manage and contain other operating expenses such as the cost of utilities, freight, and packaging expenses. In the event we are unable to manage any increase in its labor and other operating expenses in an environment where revenue does not increase proportionately, our financial results would be adversely affected.

audit committee oversight. We have no intellectual property rights to use the ExactRep name and there can be no assurance that third parties will not assert intellectual property infringement claims against us, which could have a material adverse effect on our business, financial condition, and operating results.

Our products are marketed under the ExactRep brand for which we have no trade name protection.  Even if we are successful in establishing trade name awareness of the ExactRep name in the U.S., we could be forced to stop the use of the name if we infringe upon the intellectual property rights of others. There can be no assurance that third parties will not assert intellectual property infringement claims against us. These developments could prevent us from offering or supplying products under the ExactRep brand. These claims could also result in litigation or threatened litigation against us related to alleged or actual infringement of third-party rights. If an infringement claim is asserted or litigation is pursued, we may be required to obtain a license of rights, pay royalties on a retrospective or prospective basis, or terminate marketing of our products that are alleged to have infringed. Litigation with respect to such matters could result in substantial costs and diversion of our management and other resources and could have a material adverse effect on our business, financial condition, and operating results.

Our international scope will require it to obtain financing in various jurisdictions.

We will operate in the United States and other foreign countries, which creates financing challenges. These challenges include navigating local legal and regulatory requirements associated with obtaining debt or equity financing in the respective foreign jurisdictions in which we operate. In the event that we are not able to obtain financing on satisfactory terms inyet adopted any of these jurisdictions, it could significantly impair its ability to run its foreign operationscorporate governance measures and, since our securities are not yet listed on a cost effective basis or to grow such operations. Failure to manage such challenges may adversely affect our business and results of operations.

International sales and operations are subject to applicable laws relating to trade, export controls, and foreign corrupt practices, the violation of which could adversely affect operations.

We will comply with all applicable international trade, customs, export controls, and economic sanctions laws and regulations of the United States and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations and cash flows.

We may in the future be subject to intellectual property rights disputes, which could reduce our ability to compete effectively and harm our business and results of operations.

Other companies may own, develop or acquire intellectual property rights that could prevent, limit or interfere with our ability to provide our products and services. One or more of these companies, which could include our competitors, could make claims against us alleging infringement of their intellectual property rights. Any intellectual property claims, with or without merit, could be time-consuming and expensive to litigate or settle and could significantly divert management resources and attention from our business.

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If we were unable to successfully defend against claims against us alleging infringement of intellectual property rights, we may be required to pay monetary damages, stop using the technology, pay a license fee to use the technology, or develop alternative non-infringing technology. If we have to obtain a license for the infringing technology, it may not be available on reasonable terms, if at all. Developing alternative non-infringing technology could require significant effort and expense. If we cannot license or develop alternative technology for the infringing aspects of our business, we may be forced to limit our product and service offerings. Any of these results could reduce our ability to compete effectively and harm our business and results of operations.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of business, we will collect and store sensitive data, including proprietary business information and that of our customers, suppliers, and business partners, as well as personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite security measures, our information technology and infrastructure may be vulnerable to malicious attacks or breached due to employee error, malfeasance or other disruptions, including as a result of rollouts of new systems. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and/or regulatory penalties, disrupt our operations, damage its reputation, and/or cause a loss of confidence in its products and services, which could adversely affect our  business.

We do not currently have any general liability insurance to protect us in case of customer or other claims.

We do not have any general liability insurance to cover any potential claims to which we are exposed. Any imposition of liability would increase our operating losses and reduce our net worth and working capital and could cause you to lose our investment.

The motorcycle parts and products we sell may contain defects.

Our products may have unanticipated defects. Product defects may necessitate a recall of a particular part or product. Any unanticipated defects in our products or recalls could be costly to us and may have a material adverse effect on the ExactRep brand and our business, prospects, results of operations, and financial condition.

We may be subject to significant product liability claims.

We are exposed to possible claims for personal injury from the use of our motorcycle parts products. Although no claims of this kind have been made against ExactRep or its distributors to date, such claims may arise in the future. A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, prospects, results of operations, or financial condition.

The purchase of many of our products is discretionary, and may be particularly affected by adverse trends in the general economy; therefore challenging economic conditions may make it difficult for us to generate revenue.

Our business is affected by general economic conditions since our products are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending. These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers' disposable income, business conditions, interest rates, consumer debt levels and availability of credit. There can be no assurance that consumer spending on the products we sell, will not be adversely affected by changes in general economic conditions.

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We will rely on bandwidth and data center providers and other third parties to provide products to our customers, and any failure or interruption in the services provided by these third parties could disrupt our business and cause us to lose customers.

We will rely on third-party vendors, including data center and bandwidth providers for our retail websites. Any disruption in the network access or co-location services, which are the services that house and provide Internet access to our servers, provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We also license technology and related databases from third parties to facilitate elements of our e-commerce platform. We have experienced and expect to continue to experience interruptions and delays in service and availability for these elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies could negatively impact our relationship with our customers and adversely affect our business.

We will depend on search engines and other online sources to attract visitors to our websites, and if we are unable to attract these visitors and convert those into customers in a cost-effective manner, our business and results of operations will be harmed.

Our success depends on our ability to attract online consumers to our websites and convert them into customers in a cost-effective manner. We are significantly dependent upon search engines, shopping comparison sites, and other online sources for our website traffic. We are included in search results as a result of both paid search listings, where we purchase specific search terms that will result in the inclusion of our listing, and algorithmic searches that depend upon the searchable content on our sites. Algorithmic listings cannot be purchased and instead are determined and displayed solely by a set of formulas utilized by the search engine. Search engines, shopping comparison sites and other online sources revise their algorithms from time to time in an attempt to optimize their search results. If one or more of the search engines, shopping comparison sites, or other online sources on which we rely for website traffic were to modify its general methodology for how it displays or selects our websites, it could result in fewer consumers clicking through to our websites, and our financial results could be adversely affected. We operate a multiple website platform that generally allows us to provide multiple search results for a particular algorithmic search. If the search engines were to limit our display results to a single result or entirely eliminate our results from the algorithmic search, our website traffic would significantly decrease and our business would be materially harmed. If any free search engine or shopping comparison site on which we rely begins charging fees for listing or placement, or if one or more of the search engines, shopping comparison sites, and other online sources on which we rely for purchased listings, modifies, or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease. In addition, our success in attracting visitors who convert to customers will depend in part upon our ability to identify and purchase relevant search terms, provide relevant content on our sites, and effectively target our other marketing programs such as e-mail campaigns and affiliate programs. If we are unable to attract visitors to our websites and convert them to customers in a cost-effective manner, then our sales may decline and our business and financial results may be harmed.

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We will be subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934, upon effectiveness of this registration statement which does not require a company to file all the same reports and information as a fully reporting company.

Upon effectiveness of this registration statement, we will be subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. We are required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided that we have less than 300 shareholders,national securities exchange, we are not required to filedo so. It is possible that if we were to adopt some or all of these reports. If the reports are not filed, the investors will have reduced information about us including about our business, plan of operations and financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer rules; our officers,corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and more than ten percent (10%) shareholders are not requiredthat policies had been implemented to file beneficial ownership reports aboutdefine responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their holdings of our common shares; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.investment decisions.

Risks Related To Our Management

As our business grows, we will need to attract additional managerial employees which we might not be able to do.

We have only one officer and director, Paul Clewlow. In order to grow and implement our business plan, we would need to add managerial talent in sales to support our business plan. There is no guarantee that we will be successful in adding such managerial talent.

Should we lose the services of Paul Clewlow, our founder, sole officer and director, our financial condition will be negatively impacted.

Our future depends on the continued contributions of Paul Clewlow, our founder, sole officer and director who would be difficult to replace. The services of Mr. Clewlow arecritical to the management of our business and operations.We do not maintain key man life insurance on Mr. Clewlow. Should we lose the services of Mr. Clewlow and be unable to replace his services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

Because Paul Clewlow, our sole officer and director has conflicts of interest arising from his relationship with ExactRep, our sole source of revenues which may not be resolved in our favor.

Our sole source of revenue is from our agreement with ExactRep, a company that employs the accounting services of our sole officer and director Paul Clewlow. Accordingly, the personal interests of Mr. Clewlow and P Clewlow & Co may come into conflict with our interests and those of our minority stockholders. We, as well as P Clewlow & Co, may present Mr. Clewlow with business opportunities, which are simultaneously desired. Additionally, we may compete for technical resources, personnel, and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interests.

Paul Clewlow, our sole officer and director devotes a limited amount of time to our business which could cause our business to fail.

Paul Clewlow devotes only 110 hours each month on our business. We have no other officers or directors and no other employees.Presently and in the future our management may spend limited time on our business. The limited amount of time our management devotes to our business activities in the future may be inadequate to implement our plan of operations and develop a profitable business.

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You may have difficulty in enforcing any judgment against Paul Clewlow, our sole officer, and director, as he is a resident of the United Kingdom and not of the U.S., and is located outside the U.S..

Paul Clewlow, our sole officer and director is a resident of the United Kingdom and not of the U.S., and is located outside the U.S. As a result, it could be difficult for investors to effect service of process of Mr. Clewlow in the U.S., or to enforce a judgment against Mr. Clewlow obtained in the U.S.

We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.

Paul Clewlow, our sole officer and director isresponsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new to Mr. Clewlow and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Because we do not have an audit or compensation committee, shareholders will have to rely on the one member of our board of directors who is not independent to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. These functions are performed by our sole officer and director, Paul Clewlow. Because our sole director is not independent, there is a potential conflict between his and/or our interests and our shareholders’ interests since Mr. Clewlow will participate in discussions concerning management compensation and audit issues that may affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

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

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five (5) years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any AprilJune 30 before that time, in which case we would no longer be an emerging growth company as of the following AprilJune 30. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBSJobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

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Risks RelatedIf we are unable to Our Common Stockretain our staff, our business and results of operations could be harmed.

Our ability to compete with other motorcycle parts distributors, and develop our business is largely dependent on the services of Paul Clewlow, our Chief Executive Officer, and other employees and contractors which assist him in management and operation of the business. If we are unable to retain Mr. Clewlow’ services and to attract other qualified senior management and key personnel on terms satisfactory to us, our business will be adversely affected. We do not have key man life insurance covering the life of Mr. Clewlow and, even if we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a result of Mr. Clewlow’ death, disability, or other inability to perform services for us.

OurThere are significant operational and logistical risks associated with our primary operations being in the United States, and our sole executive officer Paul Clewlow residing in the United Kingdom.

The Company’s sole executive officer Paul Clewlow resides in the United Kingdom. However, the bulk of the Company’s operations, though primarily online, will be in the United States market. Management and expansion of our business will be subject to risks associated with the Company’s management abroad.

Some of the challenges to managing the Company abroad will be:

Failure of Paul Clewlow to effectively manage abroad all aspects of the Company, could have a material adverse effect on our results of operations and financial condition, and future growth prospects could be harmed.

Because Arazu Incorporated’s principle office is located in the London, England, and Paul Clewlow, the Company’s sole executive officer and director resides in London, England, it may be difficult for you to effect service of process on either the Company or Paul Clewlow, or to enforce any judgment you may receive against them from a U.S. court. In addition, any judgment against the Company obtained in the England, would be in British pounds exposing you to exchange rate risk.

Arazu Incorporated, a Florida corporation’s principle office is located at The Office, 23 Barton Road, Market Bosworth, Warwickshire, England CV13 0LQ. Additionally, Paul Clewlow, the Company’s sole executive officer and director resides in London, England. All or a substantial portion of the Company’s assets may be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Mr. Clewlow or the Company or to enforce in United States courts judgments obtained against Mr. Clewlow or the Company in United States courts and predicated upon the civil liability provisions of the United States federal securities laws. In addition, any judgment against the Company, obtained in England, would be in British pounds exposing you to exchange rate risk.

In addition, the Company has been advised by counsel, that there is doubt as to (i) the enforceability, in original actions in the English courts, of liabilities predicated solely upon the United States federal securities laws and (ii) the enforceability in English courts of judgments of United States courts obtained in actions predicated upon the civil liability provisions of the United States federal securities laws.

Paul Clewlow, our sole officer and director has voting control over all matters submitted to a voteconflicts of interest arising from his relationship with ExactRep, our common stockholders,sole source of revenues, which will preventmay not be resolved in our minority shareholders from having the ability to control any of our corporate actions.favor.

AsOur sole source of revenue is from our agreement with ExactRep, a company that has employed the dateaccounting services of this prospectus, we had 20,370,000 shares of common stock outstanding, each entitled to one vote per common share. Ourour sole officer and director Paul Clewlow. Accordingly, the personal interests of Mr. Clewlow holds 10,000,000 common shares. The shares held by Clewlow represent approximately forty-nine percent (49%)may come into conflict with our interests and those of our outstanding common shares. Additionally,minority stockholders. Mr. Clewlow, holdspersonally, may be presented with certain business opportunities through his relationship with ExactRep, which could simultaneously benefit the Company. Additionally, we may compete with ExactRep for technical resources, personnel, and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interests.

We may acquire businesses and enter into joint ventures that will expose us to increased operating risks.

As part of our growth strategy, we intend to acquire other motorcycle parts distributors. We cannot provide any assurance that we will find attractive acquisition candidates in the future, that we will be able to acquire such candidates on economically acceptable terms or that we will be able to finance acquisitions on economically acceptable terms. Even if we are able to acquire new businesses in the future, they could result in the incurrence of substantial additional indebtedness and other expenses or potentially dilutive issuances of equity securities and may affect the market price of our common stock or restrict our operations. We have also entered into joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that our relationships with our joint venture partners do not succeed in the manner that we anticipate.

We face intense competition and, if we are not able to effectively compete in our markets, our revenues may decrease.

Competitive pressures in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in prices, either of which could result in decreased revenues and profits. Our competitors are numerous, ranging from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. We also compete with the major manufacturers. Our business could be adversely affected because of increased competition from these motorcycle parts manufacturers and distributors.

Current and future litigation could adversely affect us.

We are not currently involved in any legal proceedings. However, we may become involved in other legal proceedings in our ordinary course of business. Lawsuits and other legal proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings can represent a drain on our cash resources, as well as an inordinate amount of our Management’s time and addition. Moreover, an adverse ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.

We have limited the liability of our board of directors and management.

We have adopted provisions in our Articles of Incorporation which limit the liability of our directors and officers and have also adopted provisions in our bylaws which provide for indemnification by the Company of our officers and directors to the fullest extent permitted by Florida corporate law. Our Articles of Incorporation generally provide that our directors shall have no personal liability to the Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit our shareholders’ ability to hold directors liable for breaches of fiduciary duty.

Our share structure could impede a non-negotiated change of control of the Company.

On March 3, 2014, and June 15, 2017 respectively, the Company issued an aggregate of 20,000,000 common shares of the Company to Mr. Clewlow, our Chief Executive Officer, in exchange for services provided to the Company. Additionally, on July 18, 2014, we issued 1,000,000 Series A Preferred Shares which entitle him to 200 votes per share or an aggregate of 200,000,000 votes on all matters submitted to our common stockholders. As a result, he holds ninety-five (95%)shares of the total votes eligibleCompany to vote on matters submitted to our common stockholders. As a result, Mr. Clewlow hasin exchange for services rendered the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Clewlow’s control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisitionCompany. While shares of our common stock hold one vote per share, each share of Series A Preferred Stock holds 200 votes. Consequently, any attempt to take over the Company without the consent of Mr. Clewlow would be extremely difficult to achieve. Because of the disproportionate voting control of Mr. Clewlow, he alone could inhibit, delay, or frustrate entirely an attempt by potential investorsothers to take over control of our Company and could prevent our shareholders from obtaining a premium for their shares.

Existing cash and cash equivalents are insufficient to fund operations.

The Company’s existing cash and cash equivalents are insufficient to fund current operations beyond April 30, 2018. To date, we have an anti-takeover effect, possibly depressingrelied upon related party loans and sales of the Company’s securities to fund operations. Additionally, we have incurred negative cash flows from operations since inception and have expended, and expect to continue to expend, substantial funds to grow our business. As a result, the Company will need to continue to rely primarily on related party loans, and further sales of equity, equity-linked or debt securities of the Company’s to fund its operations for the foreseeable future. However, we cannot guarantee that we will secure the needed capital to fund operations, and to the extent that we raise additional capital through the sale of the Company’s securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through related party loans, or equity or debt financings when needed, we may be required to delay, limit, reduce or terminate the implementation of our business plan.

Risks Relating To This Offering and Our Common Stock

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

Holders holding 11,209,000 shares of common stock may resell their shares of Common stock through this prospectus. Should the selling stockholders decide to sell their shares at a price below the market price as quoted on OTCQB marketplace or on the OTC Bulletin Board, the price may continue to decline. A steep decline in the price of our common stock upon being quoted on OTCQB marketplace or on the OTC Bulletin Board would adversely affect our ability to raise additional equity capital, and even if we were successful in raising such capital, the terms of such raise may be substantially dilutive to current shareholders.

Shareholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144, due to our status as a “Shell Company.”

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, because we have nominal operations and assets, we are still considered a “shell company” pursuant to Rule 144 and as such, sales of our securities pursuant to Rule 144 are not able to be made until we have ceased to be a “shell company” and we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” (i.e., information similar to that which would be found in a Form 10 Registration Statement filing with the SEC has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because none of our non-registered securities can be sold pursuant to Rule 144, until one year after filing Form 10 like information with the SEC any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until 12 months after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.

The market price of our common stock may fluctuate significantly.

The market price and marketability of shares of our common stock may be affected significantly by numerous factors, including some over which we have no control and which may not be directly related to us. These factors include the following:

If the trading price of our common stock.  

Westock falls significantly following completion of this offering, this may in the future, issue additional securities,cause some of our shareholders to sell our shares, which would reduce investors’ percent of ownershipfurther adversely affect the trading market for, and may dilute our share value.

Our Articles of Incorporation authorize us to issue 340,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock. As of the date of this prospectus, we had 20,370,000 shares of common stock outstanding and 1,000,000 shares of Series A preferred shares outstanding. Accordingly, we may issue up to an additional 319,630,000 shares of common stock and 9,000,000 shares of preferred stock. Our future issuance of securities may result in substantial dilution in the percentageliquidity of, our common stock held bystock. If we seek to raise capital through future equity financings, this volatility may adversely affect our then existing shareholders. We may value any securities issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. We may issue an additional 9,000,000 shares of blank check preferred stock. Our board of directors may designate the rights, terms, and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without noticeability to our shareholders. Upon our directors establishing the designation of our preferred shares, our preferred shares may have voting and other rights superior to those of our common stockholders.raise such equity capital.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCQB marketplace or on the OTC Bulletin Board, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

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We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will become a “penny stock,”stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule.”Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a Securities & Exchange Commission reporting company, including affiliates, must hold their shares for a period of at least six (6) months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

If inFollowing approval by the futureFinancial Industry Regulatory Authority (“FINRA”) to the quotation of our common stock on a major exchange, if we are notcease to be required to continue filing reports under Section 15(d) of the Securities Exchange1934 Act, of 1934, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common shares can no longer be quoted on the OTCQB marketplace or on the OTC Bulletin Board, which could reduce the value of your investment.

AsFollowing approval by FINRA to the quotation of our common stock on a major exchange, and as a result of this offering, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTCQB marketplace or on the OTC Bulletin Board, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and ten percent (10%)10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTCQB marketplace or on the OTC Bulletin Board.

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

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Special Information Regarding Forward Looking Statements

SomeOur Articles of Incorporation authorize us to issue 340,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the statements indate of this prospectus, are “forward-looking statements.” These forward-looking statements involve certain knownwe had 31,209,000 shares of common stock issued and unknown risks, uncertainties,outstanding. Accordingly, we may issue up to an additional 308,791,000 shares of common stock and 9,000,000 shares of preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other factors whichcorporate actions that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed, or implied by these forward-looking statements. These factors include, among others,have the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announceeffect of diluting the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

We will not receive proceeds from the salevalue of the shares held by selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering were arbitrarily determined. Weour stockholders, and might have no agreement, written or oral, with our selling shareholders about this price. Based upon oral conversations with our selling shareholders, we believe that none of our selling book value or other criteria of value. The factors considered were:

·

Our lack of significant revenues

·

Our growth potential

·

The price we believe a purchaser is willing to pay for our stock

The offering price does not bearan adverse effect on any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been notrading market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalfcommon stock. Our board of directors may designate the rights, terms and preferences of our sellingauthorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

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.

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We have never paid a dividend and we intend to retain any future earnings to finance the development and expansion of our business. Consequently, 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. We cannot assure you that stockholders will be able to sell shares when desired.

SELLING STOCKHOLDERS

selling stockholders

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However,stockholders may offer and sell, from time to time, any or all of the securities listed belowCommon stock registered for resale hereunder. Because the selling stockholders may offer all or only some portion of the 11,209,000 shares of Common stock to be registered, we cannot estimate the amount or percentage of these shares of common stock that will be retained by anythe selling stockholders. Consequently, we have assumed, for purposes of the table below, that the selling stockholders will sell all of their shares of common stock.

The computation of ownership in the table below is not made pursuant to the beneficial ownership rules of the Commission under “Security Ownership of Certain Beneficial Owners and Management” on page 17, but is instead based solely upon the name of the titled holder of such shares as of the date of this prospectus. Other than the relationships described below, none of the selling security holders, and therefore, no accurate forecast can be made as tostockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

 * - indicates less than one percent

(1) For each selling stockholder, the number of securitiesshares of common stock and percentage of ownership is based upon 31,209,000 shares issued and outstanding as of January 18, 2018. As of such date there are no shares of common stock subject to options, warrants, and/or conversion rights held directly by any selling stockholder that are currently exercisable or exercisable within 60 days. The table above attributes ownership to the named holder of the common stock and to no other person. The table also assumes that each selling stockholder will be held by the selling security holders upon terminationsell all of this offering.

We believe that the selling security holders listedhis, her, or its shares in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer. All selling security holders may be deemed underwriters. The percentages below are based upon 20,370,000 common shares outstanding.offering.

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(1)(2) Assuming that all 4,460,00011,209,000 shares being registered are sold.

(2) On March 3, 2014, we sold 1,020,000 shares of our common stock to David Lovatt in exchange for services rendered. We valued these shares at the price of $.0001 per share or an aggregate of $102.

(3) On March 3, 2014, we sold 1,020,000 shares of our common stock to Elliot Polatoff in exchange for services rendered. We valued these shares at the price of $.0001 per share or an aggregate of $102.

(4) Edith Polatoff is the mother of Elliot Polatoff.

(5) David Rogers and Chrystal Rogers are husband and wife

(6) On April 11, 2014, we issued 1,020,000 shares of our common stock to Carl Grant in exchange for services rendered. We valued these shares at the price of $.005 per share or an aggregate of $5,100.

(7) On July 28, 2014, we issued 400,000 shares to Hamilton & Associates Law Group, P.A. for services rendered. We valued these shares at $.05 per share or an aggregate of $20,000.  Hamilton & Associates Law Group, P.A. is a Florida professional association controlled by Brenda Hamilton. On July 28, 2014, we issued 400,000 and 200,000 common shares to Todd Feinstein and Jonathan Dunsmoor respectively for legal services rendered. Todd Feinstein and Jonathan Dunsmoor are counsel to Hamilton and Associates Law Group, P.A. We valued these shares at $.05 per share or $20,000 and $10,000, respectively.

(8)  Ditto Media Solutions is a formed pursuant to the laws of the United Kingdom that is controlled fifty percent (50%) by Jonathan Spruce and fifty percent (50%) by his spouse, Rebecca Spruce. On July 21, 2014, we issued 2,100,000 shares to Ditto Solutions for services rendered to us. We valued these shares at $.05 per share or an aggregate of $105,000.

Holders of Record

We have twenty (20)39 shareholders of record.

Offers and Sales of Securities

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Our selling stockholders hold an aggregate of 10,470,000 common11,209,000 shares of which 4,460,000 are being registered.common stock. As reflected in the chart above from our inception on March 3, 2014, to present, we sold 4,310,0004,599,000 common shares for cash consideration of $57,500$67,790, and issued 6,160,0006,610,000 common shares for services to the selling stockholders. We are registering 2,660,000all 4,599,000 common shares sold for cash consideration and 1,800,0006,610,000 common shares issued for services. We are not registering common shares held by our sole officer and director.officers, directors, or affiliates.

We relied on Section 4(2) of the Securities Act of 1933, as amended for the offer and sale of the securities below. We believe that Section 4(2) was available because:

·

Each investor had a pre-existing relationship with our sole officer and director, Paul Clewlow at the time of the offer and sale.

·

None of these issuances involved underwriters, underwriting discounts, or commissions.

·

Restrictive legends were and will be placed on all certificates issued as described above.

·

The distribution did not involve general solicitation or advertising.

·

The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the foregoing transactions, we provided the following to all investors:

·

Access to all our books and records.

·

Access to all material contracts and documents relating to our operations.

·

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCBB,OTCQB marketplace or on the OTC Bulletin Board, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption.”exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

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We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of common stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, by negotiations between the selling shareholders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution”. We determined this offering price arbitrarily. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Additionally, we are a “Shell Company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, and as a result, Rule 144 is not available to securities of shell companies. Furthermore, Rule 144 is only available to securities of former shell companies after certain conditions have been met. A shell company is a company, other than an asset-backed issuer, that has: no or nominal operations; and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

The Selling shareholders are offering up to 4,460,00011,209,000 shares of common stock. The selling shareholders will offersell their shares at $.25the price of $0.05 per share until the price of our shares areis quoted on the OTCQB marketplace or on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters. We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter bulletin board,markets, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

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OTCQB Marketplace and OTC Bulletin Board Considerations

To be quoted on the OTCQB marketplace or on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTCQB marketplace or on the OTC Bulletin Board.

The OTCQB marketplace and the OTC Bulletin Board isare separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCQB marketplace or on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB marketplace or on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCQB and the OTC Bulletin Board has nohave limited listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTCQB marketplace or on the OTC Bulletin Board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTCQB marketplace or on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTCQB and OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTCQB marketplace and OTC Bulletin Board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the Bulletin Board,OTC, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution. Because OTCQB marketplace and the OTC Bulletin Board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

We are authorized to issue 340,000,000 shares of common stock, $0.0001 par value per share. As of the date of this prospectus there are 20,370,000 shares of our common stock issued and outstanding held by twenty (20) stockholders of record. We are authorized to issue 10,000,000 shares of blank check preferred stock of which 1,000,000 shares are designated as Series A Preferred Stock and are outstanding.

Common StockLEGAL PROCEEDINGS

Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. The shareholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

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To date, we have paid no cash dividends on our shares of common stock. Any future disposition of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for operation of our business.

Holders of our common stock have no preemptive rights. All outstanding shares of our common stock are validly issued, fully paid, and non-assessable.

Upon our liquidation or dissolution, the assets legally available for distribution to holders of shares of the common stock, after payment of all of our obligations, are distributable ratably among the holders of the then outstanding common stock.

All shares of common stock outstanding are validly issued, fully paid, and non-assessable.

Preferred Shares

We are authorized to issue 10,000,000 shares of preferred stock with a par value of $.0001 per share of which 1,000,000 shares are outstanding and designated as Series A Preferred Shares. Our board of directors may designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the board of directors may determine.  As such, our board of directors may issue 9,000,000 preferred shares and designate the conversion, voting and other rights and preferences without notice to our shareholders and without shareholder approval.

The Series A Preferred Shares are held by our sole officer and director, Paul Clewlow and provide him with the 200 votes per share or an aggregate of 200,000,000 votes.  

The Series A Preferred Shares have the following rights, designations and preferences:

·

To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock

·

Each one (1) share of Series A Preferred Stock shall have voting rights equal to 200 shares of the Company’s Common Stock, providing for the holder of the Series A Preferred Stock to have aggregate voting rights equal to 200,000,000 shares of the Company’s Common Stock.

·

The holder of the Series A Preferred Stock shall be entitled to received notice of any stockholders’ meeting in accordance with the Articles of Incorporation and By-laws of the Company.

·

So long as any shares of Series A Preferred Stock remain outstanding, we shall not, without the written consent or affirmative vote of the holders of one hundred percent (100%) of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive, or repeal, whether by merger consolidation, combination, reclassification, or otherwise, the Articles of Incorporation, including this Certificate of Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), and (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent (100%) of the outstanding Series A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this Resolution, in addition to any other vote of stockholders required by law.

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Florida Anti-Takeover Laws

As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:

the transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;

the interested shareholder has owned at least eighty percent (80%) of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;

the interested shareholder is the beneficial owner of at least ninety percent (90%) of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or

the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than ten percent (10%) of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.

In addition, we are subject to Section 607.0902 of the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to twenty percent (20%) or more of the total voting power in an election of directors.

INTEREST OF NAMED EXPERTS

The financial statements from March 3, 2014 (inception) through April 30, 2014, included in this prospectus have been audited by Malone Bailey LLP, independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Hamilton & Associates Law Group, PA Brenda Hamilton, principal of Hamilton & Associates Law Group, P.A. owns 400,000 shares of our common stock, which are being registered in this offering

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

TheBoard of Directors

Our board of directors elects our executive officers annually. A majority voteconsists of the directors who are in office are required to fill vacancies. Each director shall be elected for the term of one (1) year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:following individual:

(1) The business address of our sole director is The Office, 23 Barton Road, Market Bosworth, Warwickshire, England CV13 0LQ U.K.

Director Independence

Our sole member of the Board of Directors is not considered an “independent director” as such term is defined in the published listing requirements of the New York Stock Exchange.

Compensation of Directors

Although we anticipate compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.

Board of Directors Meetings and Committees

Although various items were reviewed and approved by the Board of Directors via unanimous written consent during the fiscal years ended April 30, 2017 and 2016 and the nine months ended January 31, 2018, the Board held no in-person meetings.

We do not have Audit or Compensation Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.

Executive Officers

Paul Clewlow is our sole executive officer, serving as our Chief Executive Officer, President and Directorwith a business background is as follows:

Paul Clewlow became our sole officer and director on March 3, 2014. From January 2005 to present, Mr. Clewlow has served as a principal accountant at Clewlow & Co., Accountants and Certified Bookkeepers.Legal Proceedings

Mr. Clewlow will dedicate 110 hours per month to our business.

As our director, Mr. Clewlow’s experience in finance and familiarity with ExactRep’s products and business qualifies him to be our sole director.

Mr. Clewlow has a General and Two Advance Certification of Education from Binky Park School Coventry in England.

Mr. Clewlow’s responsibilities for us include overseeing all aspects of our operations and financial matters. Mr. Clewlow is a resident of the United Kingdom and not of the U.S., and is located outside the U.S.

Family Relationships and Other Matters

There are no family relationships between Mr. Clewlow, our sole officer and director and any of our shareholders.

Legal Proceedings

Mr. Clewlow aswas previously a director of Railtech Solutions Ltd from 2000 and 2005. In 2007, two years after Mr. Clewlow’s resignation, an administrator was appointed to liquidate Railtech Solutions. In connection with the liquidation of Railtech Solutions on March 18, 2009, Mr. Clewlow consented to an order prohibiting him from serving as a director of a company formed in the United Kingdom until March 17, 2016, pursuant to section 7 of the Company Directors Disqualification Act 1986 ("CDDA"), as amended.

Mr. Clewlow applied for a personal bankruptcy order which was granted in April of 2006 by Winchester County Court, Hampshire, England. The bankruptcy was discharged in April of 2009. Pursuant2009, pursuant to the Insolvency Act 1986, as amended.

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Except as stated above,Other than the aforementioned, no other officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten (10) years in any of the following:

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

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

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

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

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having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;

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being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or

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having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Corporate Governance

We have one member of our board of directors, Paul Clewlow who is our sole officer and director and our majority shareholder. Mr. Clewlow is not “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

We do not have any standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer. All Board actions have been taken by Written Action rather than formal meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following tables settable sets forth the beneficial ownership asof each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the date of this prospectus,outstanding shares of our common stock, by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock, our directors, and our executive officers and directors as a group.  Togroup, as of January 31, 2018. Beneficial ownership is determined in accordance with the bestrules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is The Office, 23 Barton Road, Market Bosworth, Warwickshire, England CV13 0LQ U.K. The following table describes the ownership of our knowledge,voting securities, based on 31,209,000 shares of common stock, and 1,000,000 shares of Series A Preferred Stock issued and outstanding held by (i) each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.  

(1)     The address of each officer, director, and beneficial owner is c/o Arazu Incorporated, The Office, 23 Barton Road, Market Bosworth, Warwickshire, England CV13 0LQ U.K.

(2)     The number of shares of Common stock beneficially owned by any shareholder is determined by the sum of (i) all shares of common stock held directly or indirectly by such shareholder, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially owned by the shareholder that are currently exercisable or exercisable within 60 days.

(3)     The calculation of percentage of beneficial ownership is based upon: (i) 31,209,000 shares of common stock issued and outstanding as of January 31, 2018, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially held by the shareholder that are currently exercisable or exercisable within 60 days. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants, and conversion rights to obtain additional securities, and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity named in the table have sole voting and investment power with respect to suchall shares exceptof common stock and voting rights shown as otherwise noted.beneficially owned by them, subject to applicable community property laws.

(4)     Chief Executive Officer and Chairman of the Board of Directors of the Company. Excludes 1,000,000 Series A Preferred Shares held directly by Mr. Clewlow. Although the Series A Preferred Stock carry no dividend, distribution, liquidation or conversion rights, each share of Series A Preferred Stock holds two hundred (200) votes per share. If the votes of the Series A Preferred Stock are taken into account, Mr. Clewlow would beneficially hold 95.15% of the voting securities of the Company.

DESCRIPTION OF Securities

The selling stockholders are offering up to 11,209,000 shares of Common stock for resale in quoted or private transactions, at fixed or negotiated prices. The following description of our capital stock is based on relevant portions of the Florida Business Corporation Act (the “Florida Act”), and on our Articles of Incorporation and Bylaws. This summary may not contain all of the information that is important to you, and we refer you to the Florida Act and our Articles of Incorporation and Bylaws for a more detailed description of the provisions summarized below. Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Arazu was organized as a corporation under the laws of the State of Florida on March 3, 2014. Our authorized capital stock consists of 340,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of January 18, 2018, there were approximately 39 record holders of our common stock. There are no outstanding options or warrants to purchase our stock.

Our Articles of Incorporation provides that our board of directors may not any pending or anticipated arrangements that may cause a change in control.

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The information presented below regarding beneficial ownershipamend our Articles of Incorporation without approval of our voting securities has been presentedshareholders, including holders of our preferred shares. A decrease or increase in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person,of capital stock which includes the numberwe may issue would require an amendment of our Articles of Incorporation

As of April 30, 2018, we had 31,209,000 shares asof Common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding.

Common Stock

We may issue up to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum340,000,000 shares of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentagecommon stock. Distributions may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe thatpaid to the beneficial ownersholders of our common stock listedif, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on an as converted basis on all matters submitted to a vote of stockholders, including the election of directors. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our Series A Preferred Shares described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

To date, we have sole votingpaid no cash dividends on our shares of common stock. Any future disposition of dividends will be at the discretion of our Board of directors and investment power with respectwill depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to theretain future earnings, if any, to provide funds for operation of our business.

Holders of our common stock have no preemptive rights. All outstanding shares shown.of our common stock are validly issued, fully paid and non-assessable.

(1) This table is based upon information derived from our stock records. Applicable percentages are based upon 20,370,000All shares of common stock outstanding are validly issued, fully paid and non-assessable.

Preferred Stock

We may issue up to 10,000,000 shares of preferred stock, par value $0.0001 per share. 1,000,000 total preferred shares are issued and outstanding as of April 30, 2018 as follows:

•     1,000,000 shares of Series A Preferred Stock. Although the dateSeries A Preferred Stock carries no dividend, distribution, liquidation or conversion rights, shares of Series A Preferred Stock issued and outstanding hold two hundred (200) votes per share. Holders of shares of Series A Preferred Stock are able to vote together with our common stockholders on all matters. Consequently, the holders of our Series A Preferred Stock are able to unilaterally control the election of our board of directors and, ultimately the direction of our Company. Additionally, so long as any shares of Series A Preferred Stock remain outstanding, we shall not, without the written consent or affirmative vote of the holders of one hundred percent (100%) of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive, or repeal, whether by merger consolidation, combination, reclassification, or otherwise, the Articles of Incorporation, including the Certificate of Designation for Series A Preferred Stock, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), and (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent (100%) of the outstanding Series A Preferred Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this prospectus.Resolution, in addition to any other vote of stockholders required by law.

(2) On March 3, 2014,Rule 144 Restrictions on Resale

We are currently considered a “shell company” within the meaning of Rule 12b-2 under the Exchange Act, in that we issued 10,000,000 sharescurrently have nominal operations and nominal assets other than cash. Accordingly, the ability of holders of our common stock to Paul Clewlow in exchange for services rendered as our founder. We valued thesere-sell their shares at $.0001may be limited by applicable regulations. Specifically, the securities sold through this offering can only be resold through registration under the Securities Act of 1933, pursuant to Section 4(1) of the Securities Act, or an aggregateby meeting the conditions of $1,000.  July 18, 2014, we issued 1,000,000 Series A Preferred shares to Paul Clewlow in exchange for services rendered. We valued these shares at an aggregate of $1,000. The Series A Preferred shares entitle him to 200 votes per share or an aggregate of 200,000,000 votes on all matters submitted to our common stockholders. Rule 144(i) under the Securities Act.

Florida Anti-Takeover Laws

As a resultFlorida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Section § 607.0902 (2016) of the 10,000,000 commonFlorida Act (the “Control Share Act”) applies to “control shares” of an “issuing public corporation.” The Control Share Act defines “control shares” as the shares and 1,000,000 Series A Preferred shares held by Mr. Clewlow, he holds ninety-five percent (95%)of an issuing public corporation that would entitle a person to exercise voting power within any of the votes on all matters submitted to our stockholders, and can determine the outcomefollowing ranges of all shareholder matters.voting power: