RISKS RELATED TO THE OFFERING

As there  It is no minimum for our offering, ifimportant to note these risks are not the only a few persons purchase shares they will lose their investment.

Since there is no minimum with respect to the number of sharesones we face.  Additional risks not presently known or that we currently consider to be sold directly by the Company in this offering, if only a few shares are sold, weimmaterial may also impair our business operations and trading price of our common stock.

Investingtime. We cannot guarantee that we will be successful in generating sufficient revenues to support operations in the Company is a highly speculative investment and could result in the loss of your entire investment.

future.

Since the majority of our shares of Common Stock are owned by our officers and directors, other holders of our Common Stock maytherefore, not be able to influence controlsustain future operations or support the manufacturing of the Company additional systems, we may be required to delay, reduce and/or decision making by managementcease our operations and/or seek bankruptcy protection.

Our Officers and Directors, Jesse Keller and Jonas Klippenstein each beneficially owns 42.37% of our outstanding Common Stock, and collectively own 84.75% of our outstanding Common Stock. Assuming the sale of all 2,700,000 of the shares in this offering, Mr. Keller and Mr. Klippenstein will collectively own 58.14% of all shares of Common Stock of the Company. The interests of our Officers and Directors may not be, at all times, the same ascertainty that of our other shareholders. Mr. Keller and Mr. Klippenstein are not simply passive investors but are the Officers and Directors of the Company, and their interests as executives may at times be adverse to those of passive investors. Where those conflicts exist, our shareholdersany necessary additional financing will be dependent upon our Officers and Directors exercising,available on terms favorable to us, now or at any point in a manner fair to all of our shareholders, their fiduciary duties as an officer or as a member of the Company’s Board of Directors. Also, our Officers and Dir ectors have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets, amendments to our Articles of Incorporation and the election of directors. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, whichfuture.  It may be disadvantageousa significant challenge to minority shareholders.

Purchasers in this offering will experience immediateraise additional funds and substantial dilution inthere can be no assurance as to the book value of their investment.

The offering price of our Common Stock is substantially higher than the net tangible book value per share of our outstanding Common Stock immediately after this offering. Therefore, if you purchase our Common Stock in this offering, you will incur immediate dilution of $0.03 in net tangible book value per share from the price you paid.

We may need additional capital in the future, and the saleavailability of additional sharesfinancing or other equity securities could result inthe terms upon which additional dilution to our stockholders.

We believe that our current cash and cash equivalents, anticipated cash flow from operations and the net proceeds from this offering will onlyfinancing may be available. Even if we raise sufficient to meet our anticipated cash needs for the next 8-10 months. We may require additional cash resources due to changed business conditions or other future developments. If our resources are insufficient to satisfy our cash requirements, we may seek to sellcapital through additional equity or debt financings, strategic alternatives or otherwise, there can be no assurance the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash flow.

The Company and selling shareholders will be offering shares of the Company’s common stock, at the same time. The salewhich could result in substantial costs and a significant diversion of shares by the selling shareholders is not contingent upon the Company selling a minimum numbermanagement's time and attention and intellectual and capital resources and could harm our stock price, business, prospects, and results of its shares. Due to the concurrent offering, the Company and selling shareholders may be competing for potential investors. While we do not believe we will be approaching the same potential investors, we may inadvertently do so and if there is a conflict, it is possible that we may not be able to fully subscribe our offering. In that event, the overall proceeds to the Company from our offering may be decreased which would decrease the amount of capital available for our business operations. Further, sales

Youanalysts who may have limited access to informationcover us change their recommendation regarding our business becausestock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.

payment of any settlement or judgment or compliance with any injunctions in connection, therewith, if there is an unfavorable outcome.  The Company will not become a fully reporting company but rather, will be subject to the reporting requirementsexpense of Section 15(d) of the Securities Exchange Act of 1934.  We will not have a class of securities registered under Section 12 of the Exchange Act and will not be subject to the greater reporting obligations under said Section.  As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligationsdefending litigation may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs aftersignificant, as is the year in which our registration statement becomes effective, we will no longer be obligatedamount of time to file periodic reports withresolve lawsuits unpredictable and defending ourselves may divert management's attention from the SEC and your access to our business information would then be even more restricted.

RISKS RELATED TO OUR BUSINESS

The scopeday-to-day operations of our business, is currently limited to customers using Apps for the iPhone, iPod Touch, and the iPad manufactured and marketed by Apple, Inc.

Although we intend to become a more diversified technologies company, the majority of our current business is based upon Apps that we create and provide to customers and third-party businesses utilizing Apps designed for the iPhone, iPod Touch, and iPad manufactured and marketed by Apple, Inc. Because the Apps we currently develop are limited to use on very specific products, if we fail to market our Company and Apps effectively, or if we fail to adequately anticipate, gauge and respond to our existing and potential customers' needs with our Apps, the Company would be adversely affected.

Furthermore, if the demand for Apps and App development for the iPhone, iPod, iPod Touch, and iPad were to decrease, or if Apple, Inc. were to change their App technology, our company could be adversely affected.

Our business is heavily dependent on the License Agreement we have in place with Apple, Inc. and we have only received nominal revenues from the sale of our Apps upon which we base our business plan.

The Company's operations are materially dependent on the terms and conditions of the License Agreement with Apple, Inc. The License Agreement permits the Company to use and exploit certain proprietary property and concepts owned or controlled by Apple, Inc., including the Apple iPhone, iPod, iPod Touch, and iPad brand names, trade dress and trademarks. In the event that the Company is unable to comply with the terms and conditions of the License Agreement in the future, it would have a material adverse impact on the Company's operations. We have received nominal revenues from the sale of our Apps.

Our business is heavily dependent on Apple, Inc.

The Company's success depends upon the popularity of the iPhone, iPod, iPod Touch, and iPad, for which it is authorized to develop Apps. If consumer preferences for these products change, or the Company is unable to obtain clients who require App development, the Company's sales could decline and its results could be adversely affected.  Because the Company’s main focus is on App development, the Company currently is particularly dependent upon the continued popularity of products offered by Apple, Inc. and on Apple's ability to provide it with a growing market. Additionally, the Company is highly dependent on the allowance by Apple, Inc. of third-party developers to design develop and upload Apps into the App Store.  If Apple, Inc. were to not allow third-party developers of Apps, or if Apple, Inc. were to not select our Apps for inclusion in the App Store, our Company could be adversely affected.

If we are unable to attract new customers, or if our existing customers do not purchase additional products or services, the growth of our business and cash flows will be adversely affected.

To increase our revenues and cash flows, we must regularly add new customers and, to a somewhat lesser extent, sell additional products and services to our existing customers. If we are unable to sell our products and services to customers that have been referred to us, unable to generate sufficient sales leads through our marketing programs, or if our existing or new customers do not perceive our Apps to be of sufficiently high value and quality, we may not be able to increase sales and our operating results would be adversely affected. In addition, if we fail to sell new products and services to existing or new customers, our operating results will suffer, and our revenue growth, cash flows and profitability may be materially and adversely affected.

We may experience service failures or interruptions due to defects in the software, infrastructure or processes that comprise our App software, any of which could adversely affect our business.

Our software may contain undetected defectsbusiness, results of operations, financial condition, and cash flows.  Additionally, an unfavorable outcome in the software, infrastructure or processes. If these defects lead to failures in our Apps, we could experience delays or lost revenues during the period required to correct the cause of the defects. Furthermore, we cannot be certain that defects will not be found in new software or upgraded existing software or that service disruptions will not occur in the future, resulting in loss of, or delay in, market acceptance, whichany such litigation could have ana material adverse effect on our business, results of operations, financial condition and financial condition.

cash flows.

We believe that developing, maintaining and enhancingaffect the Appiphany brandmarket's perception of our product, resulting in a cost-effective manner is criticaldecline in expandingdemand for our customer base. Someproduct and could divert the attention of our competitors have well-established brands. Promotionmanagement, having a materially adverse effect our business, financial condition, results of our brand will depend largelyoperations and prospects.

If we are unable to adapt our products and App software to rapid technological change, our revenues and profits could be materially and adversely affected.

Rapid changes in technology, products, services, customer requirements and operating standards occur frequently, especially within the technologies of Apple brand products. These changes could render our proprietary technology and systems obsolete. Any technological changes that reduce or eliminate the need for Apps that connect iPhone, iPod, iPod Touch, and iPad App creators with their target markets could harm our business. We must continually improve the performance, features and reliability of our App software, particularly in response to our competition.

Ourfuture success will depend, in part, on our ability to:

·

enhanceto attract and retain qualified management and technical personnel.  Equally, our existing products and services;

·

develop new products, services and technologies that addresssuccess depends on the increasingly sophisticated and varied needsability of our target markets;management and

·

employees to interpret market data correctly and to interpret and respond to technological advanceseconomic market and emerging industry standardsother conditions in order to locate and practices on a cost-effectiveadopt appropriate investment opportunities, monitor such investments, and timely basis.

ultimately, if required, to successfully divest such investments.  Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated, however, their services cannot be certain of our success in accomplishing the foregoing.guaranteed. If we are unable for technical, legal, financial or other reasons, to adapt to changing market conditions or buyer requirements, our market share, business and operating results could be materially and adversely affected.

We may be subject to claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third-party. Any such claims may require us to incur significant costs, to enter into royalty or licensing agreements or to develop or license substitute technology, which may harm our business.

We may in the future be subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of a third-party. While we believe that our products do not infringe upon the proprietary rights of third parties, we cannot guarantee that third parties will not assert infringement claims against us in the future, particularly with respect to technology that we acquire through acquisitions of other companies. We might not prevail in any intellectual property infringement litigation, given the complex technical issues and inherent uncertainties in such litigation. Defending such claims, regardless of their merit, could be time-consuming and distracting to management, result in costly litigation or settlement, cause development delays, or require us to enter into royalty or licensing agreements.

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies could reduce our ability to compete successfully and adversely affect our results of operations.

We may need to raise additional funds to achieve our future strategic objectives, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests and the value of shares of our common stock could decline. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

·

develop and enhance our existing products and services;

·

continue to expand our technology development, sales and/or marketing organizations;

·

hire, train and retain employees; or

·

respond to competitive pressures or unanticipated working capital requirements.

Our inability to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.

We have a “going concern” opinion from our auditors, indicating the possibility that we may not be able to continue to operate.

Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our proposed business. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Appiphany Technologies Holdings Corp. is suitable.

If we fail to attract and retain key personnel, our business may suffer.

be adversely affected.

resources.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or our failure to comply with regulations could harm our operating results.

As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information could affect our customers’ ability to use and share data, potentially reducing demand for our products. In addition, taxation of products and services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internettrade secrets may also be imposed. Any regulation imposing greater fees for Internet useknown without breach of such agreements or restricting information exchange overmay be independently developed by competitors.  Inability to maintain the Internetproprietary nature of our technology and processes could resultallow our competitors to limit or eliminate any competitive advantages we may have.

existing contracts of a target company and realizing the anticipated benefits of the combined businesses; difficulty in supporting and transitioning customers, if any, of the target company; inability to achieve anticipated synergies or increase the revenue and profit of the acquired business; potential disruption of our ongoing business and distraction of management; the price we pay or other resources that we devote may exceed the value we realize; or the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs.

Theissuance of any such shares will result in a reduction of the book value and market price of the Company’s Common Stock is likely tooutstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealersbroker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’slimit your ability to resell shares ofbuy and sell our common stock.

We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

In addition to the costs of compliance with having our shares listed on the OTCBB, there are substantial penalties that could be imposed upon us if we fail to comply with all of regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with our fiscal year ending April 30, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of fiscal 2010. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respectsstock and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed our assessment of the effectiveness of our internal control over financial repo rting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

If a market for our Common Stock does not develop, shareholders may be unable to sell their shares.

A market for our Common Stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board. However, there is no guarantee that our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize and investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.

The Company’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-de alers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market for our shares.

The elimination of monetary liability against the Company’s directors, officers and employees under Nevada law and the existence of indemnification rights to the Company’s directors, officers and employees may resultregulations. Price fluctuations in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.

The Company’s Articles of Incorporation contain a specific provision that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s dire ctors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.

DETERMINATION OF OFFERING PRICE

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

USE OF PROCEEDS

Our offering is being made in a direct public offering, without the involvement of underwriters or broker-dealers.  Appiphany Technologies Holdings Corp. expects to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering.

Not taking into account any possible additional funding or revenues, Appiphany Technologies Holdings Corp. intends to use the proceeds from this offering as follows. The following chart indicates the amount of funds that we will allocate to each item, but does not indicate the total fee/cost of each item.  The amount of proceeds we allocate to each item is dependent upon the amount of proceeds we receive from this offering:

*Notes:  Offering expenses have been rounded to $11,500.  

⁽¹⁾

The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.  Any line item amounts not expended completely shall be held in reserve as working capitalare particularly volatile and subject to reallocation to other line item expenditures as required for ongoing operations; however, offering proceedspotential manipulation by market-makers, short-sellers and option traders.

⁽²⁾

Audit fees are strictly related to the amount of work performed by our auditor, and the percentage of shares sold in this offering has no impact on our audit fees.  If we do not raise sufficient funds from this offering to cover audit related fees, we will have to seek additional outside financing to cover such expenses.

We believe that our current cash and cash equivalents, anticipated cash flow from operations and thereceive any proceeds from the sale of the maximum amountshares of our common stock by the selling stockholders. However, we will receive proceeds from our initial sale of shares to Dorado, pursuant to the Purchase Agreement. We will pay for expenses of this offering, except that Dorado has agreed to pay legal fees associated with the preparation of this registration statement and will pay any broker discounts, commissions, or equivalent expenses applicable to the sale of their shares.

Specifically,full commitment under the CompanyPurchase Agreement. Based on our $0.0148 closing bid price as of the close of business on December 7, 2016, the registration statement covers the offer and possible sale of $110,000 worth of our shares.

If the Company is able to raise fiftyset at seventy-five percent (50%(75%) of the maximum amount of funds available under this offering, we intend to use such funds to continue with phase 1 and phase 2 of our plan of operations.  In this instance, we estimate that we would spend up to $12,750 on business development and up to $6,250 on marketing and advertising.  However, if we raise nominal amounts under the offering (25% or less of the offered shares), we will likely have to seek out additional capital from alternate sources and if such funds are not available our business would likely fail and any investment would be lost. We intend to seek out additional funds from friends, family, and business acquaintances. As with any form of financing, there are uncertainties concerning the availability of such funds and the likelihood that such funds will be available to the Company on terms acceptable to us.  Currently, we have not received any firm commitments or indic ations from any family, friends or business acquaintances regarding any potential investment in the Company.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

Appiphany Technologies Holdings Corp. has issued and outstanding as of the date of this prospectus 5,900,000 shares of Common Stock. The Company is registering an additional of 2,700,000 shares of its Common Stock for sale at the price of $0.05 per share. There is no arrangement to address the possible effect of the offering on thelowest closing bid price of the stock.

common stock during the pricing period. The pricing period will be the five consecutive trading days immediately after the put notice date. In addition, there is an ownership limit for Dorado of 9.99%.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Appiphany has complied.distribution. In addition, and without limiting the foregoing, the Companyselling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations underthereunder, including Regulation M, which may limit the Exchange Act with regard to security transactions duringtiming of purchases and sales of shares of the period of time when this Registration Statement is effective.

Offering Period and Expiration Date

This offeringcommon stock by the selling stockholders or any other person. We will start on the datemake copies of this prospectus and continue for a period of up to 180 days.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must:

1.

execute and deliver a subscription agreement;

2.

deliver a check or certified funds to us for acceptance or rejection; and

3.

pay cash by wire transfer of immediately available funds to the client-trust account of Carrillo, Huettel & Zouvas, LLP, in accordance with the wire instructions, or directly to the Seller:

The subscription agreement requires you to disclose your name, address, social security number, telephone number, number of shares you are purchasing, and the price you are paying for your shares.

All checks for subscriptions must be made payable toAppiphany Technologies Holdings Corp.

Acceptance of Subscriptions

Upon the Company’s acceptance of a Subscription Agreement and receipt of full payment, the Company shall countersign the Subscription Agreement and issue a stock certificate along with a copy of the Subscription Agreement.

Right to Reject Subscriptions

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

Penny Stock Regulation

Our Common Shares are not quoted on any stock exchange or quotation system. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:

·

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

·

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

·

contains a toll-free telephone number for inquiries on disciplinary actions;

·

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,

·

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

·

bid and offer quotations for the penny stock;

·

details of the compensation of the broker-dealer and its salesperson in the transaction;

·

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,

·

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, and a signed and dated copy of a written suitability statement.

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

Registration Rights

We have not granted registration rights to any persons.

DILUTION

Net tangible book value per share represents the amount of the Company’s tangible assets less total liabilities, divided by the 5,900,000 shares of Common Stock outstanding as of October 31, 2010.  Net tangible book value dilution per share represents the difference between the amount per share paid by purchasers of the Shares in this offering assuming the offering price of $0.05 per share of Common Stock and the pro forma net tangible book value per share of Common Stock immediately after completion of the offering.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holdersshare. Currently, 51,988,237 shares of common stock upon liquidation, dissolution or winding upare outstanding.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Preferred Stock

The Company’s Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. As of the date hereof there have been no shares of preferred stock designated.  The following is a summary of the material rights and restrictions associated with our preferred stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series.

Company's common stock. On January 24, 2016, we acquired certain assets and accounts from Media Convergence Group, LLC in exchange for 20,000,000 shares of the Company's common stock.

Our founder and President, Jesse Keller, has an extensive technical background that he developed over the course of more than eleven years of experience working in the technology industry, specifically through his work in software development, web design, graphic design, web development and webmaster/customer service.  Mr. Keller also has significant experience in search engine marketing, affiliate marketing, investor relations, public relations and business planning after having successfully developed several business ventures.  Jonas Klippenstein, as Vice President, supports Mr. Keller, and brings important executive and management experience and an understanding of resource management pertaining to large collaborative projects mainly due to his experiences managing employees and budgets as President and Director of Highland Security Group Ltd. for the past 13 years. We anticipate that our eventual sales and development force will be composed of employees and independent contractors involved in computer software technology and Apple, Inc. technology fields that will enhance our corporate image, provide valuable insights into our merchandising, and heighten our understanding of our target market.

Products and Services

Currently, we develop and sell Apps for the iPhone and iPod. We have several Apps that we have created, developed and sold. Belowmarketing. This is a short description of our current products and projects. Each of the Apps described below has been created under the direction and direct supervision of our President, Jesse Keller. We use developers on a contract or limited basis to develop the Apps. As of October 31, 2010, we have generated $4,031 in revenues from the aggregate sale of our Apps. We generate revenues through iTunes. Our Apps are displayed and sold on the iTunes website, and Apple receives the initial proceeds from the purchase of any Apps. We receive seventy percent of the proceeds Apple receives from the sale of our Apps, and Apple keeps thirty percent of the proceeds received from the sale. At the end of the month we receive a direct deposit from Apple consisting of our share of proceeds from sales of our Apps for that month, so long as the proceeds are over $150.00. If our proceeds for a particular month a re under $150.00 the proceeds will carry over into the next month’s deposit.

The Big White & Silver Star App

We have developed and consulted with the owners of The Big White Ski Resort and the Silver Star Ski Resortcritical to create the Big White App and the Silver Star Appmajor prospect entry point opportunities for iPhone and iPod Touch users. Both Apps provide maps and live camera feeds to see current conditions and the maps work anywhere with pinch, zoom and pan through each map. The Apps are currently available for sale at iTunes for $0.99 each. We are currently in discussions with the marketing department for both resorts, andsupply chain product penetration.  With a unique scalable product line, we are considering planning further development of the Apps.

19

Police Notebook (PNB) App

We developed the Police Notebook or PNB, as it is known in the policing industry, as an integrative technological tool for police officers. It is a notebook designed to replace and improve the old paper products police officers are currently using. The mobile application version of the PNB has several improve­ments such as GPS location, photo attachments, tamper proof notations and instant email of reports.  The PNB App is available for sale at iTunes for $2.99.

The Penny Stock App

We develop ed the Penny Stock App to provide the most advanced pen­ny stock alert service in the world. The Penny Stock App is available in iTunes store for $1.99.  The App was designed to bridge all types of investors to take advantage of increased trade volume of the featured stock. The App features dy­namically generated stock data direct form the markets including the bid & ask, current price, percentage gain, volume, 6-month chart and more. For more information go to www.pennystockapp.com or fol­low them at Twiter.com/pennystockapp.

Student Notes App

We developed the Study Notes App to serve as a useful tool for Students to take notes. Students can use the Study Notes application while they are in class to record important notes to use at a later time. The user will be able to enter notes with the keyboard on their phone, upload video or audio recordings. Automatically having the time and date entered by the application once the entry has been saved. Students will be able to browse the internet with the application giving the userhave the ability to upload pictures along side with notes. Users can purchase this App throughreact quickly to client needs and maximize available revenues.

250hosting.com*beta

While not directly related to our main business, 250 Hosting is a cpanel clustered server environment that allows us to resell hosting packages for an affordable price. The site was designed using WHMCS. WHMCS is an all-in-one client management, billing & support solution for online businesses. It handles everything from sign-up to termination, with automated billing, provisioning & management.eye.  This is our Digital Forensic Marker™ for tagging product. Tagging typically occurs by incorporating particles containing a perfect complementsignature into a target substrate or product. The process for doing this will vary from material to any technologies com­pany.  For more information about 250 Hosting please visitmaterial. Location, detection, and signature match times can all be tailored to fit the web site: http://www.whmcs.com/.

MMA Animals

Our newest project is the MMA Animals. MMA Animals isapplication. We offer a fantasy based interactive cartoon/video game madeunique and varied blend of forensic code applications to fit our clients' needs for iPhone, iPod Touchencoding and iPad that will be specifically de­veloped for sale in iTunes, the App Store and iBooks.  MMA Animals is a blend between a video game and a video, where you watch a video for 5 minutes and then play a game and based on the results of the game, it takes you to the next sequence of video, seamlessly transitioning from game to show.  The videos could be ready for the networks and provide a medium to promote sales of the interactive games/shows available to the iPhone, iPad and the MMA Animals web site.  MMA Animals will be developed to acquire a large network deal for syndicated broadcast to the North American and eventually world markets. The ultimate goal is to create a MMA Animals feature film. We are in the predevelopment phase of our MMA Animals and we hope to offer MMA Animals Apps within the next year.

detecting.

To become profitable and competitive,Regulation C of the Company must continue to develop, advance and distribute Apps for the iPhone, iPod Touch and iPad that can be sold commercially or in-house .. Further,Securities Act of 1933, since we have a licensespecific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Phase 1 - Develop the Application Software and Products (6-8 months)

During the next 12 months, the Company will continue to develop its current Apps, design and develop additional Apps, and create and manufacture accessories to be used with the Apps that are compatible with the iPhone, iPod Touch and iPad.  The Company currently has many additional projects underway at various stages of development related to App development and design ..  Further, the Company intends to seek opportunities that will diversify our technologies beyond App development in order to reach a broader range of customers.  

Management anticipates requiring approximately $ 25 ,000 on the design and development of the Company’s App software and products for the next 6 to 8 months. This amount will be available to us if we are able to sell 100% of the shares offered hereby.  If we are able to sell only 50%, 25% or 10% of the shares offered, we will have approximately $12,750, $4,750 or $300, respectively, to allocate towards business development. If we are unable to raise the maximum amount from this offering, we will limit our business development to those Apps and products which we have already begun development on and to focus on marketing those Apps and products for sale.  

Employees

We have three full-time employees, including our President , and  two part-time employees , including our Vice President ..  We believe we have a good working relationship with our employees, which are not represented by a collective bargaining organization. We also use third-party consultants to assistcommon stock will be paid in the completionfuture.

Management focuses on a wide variety of financial measurements to assess our financial health and prospects but principally upon (1) revenues generated from sales of our current products and services, (2) operating expenses, (3) current assets, especially cash and cash equivalents, used to fund operating losses thus far incurred, and (4) current liabilities.

RESULTS OF OPERATIONS

Results of Operations

For the period ended October 31, 2010, the Company earned $4,031 of revenues from the sale of Apps and incurred $76,028 of operating expenses, which included $40,391 in professional fees relating to audit, accounting, and legal fees incurred with respect to the S-1 reporting and$ 126 for the recapitalization transaction, $5,833year ended April 30, 2015. The increase in total assets is largely due to an overall increase in accounts receivable for amounts receivable from clients for operating activities.

During the period from inception to October 31, 2010, the Company earned $4,031 of revenues and incurred $143,530 of operating expenses including $49,588 of professional fees relating to accounting and legal fees incurred with the incorporation of the Company and drafting of agreements, $63,963 of general and administrative expenses, $10,000 of consulting fees, and $19,820 of payroll and salaries.    

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2010,April 30, 2016, the Company had assetstotal liabilities of $5,183$477,202 compared with assetstotal liabilities of $17,305$586,807 as at April 30, 2010. Assets at October 31, 2010 are comprised2015. The decrease in total liabilities was attributed to a decrease of cash$217,789 in derivative liability, which was offset by an increase of $3,537$71,344 in accounts payable and computer hardwareaccrued liabilities, $34,202 in amounts due to related parties, and $4,616 in notes payable.

As at October 31, 2010,2016, the Company had a working capital deficit of $121,144$475,875 compared with a deficit$ 586,681 as of $47,501 at April 30, 2010.2015.  The increasedecrease in the working capital deficit iswas largely attributed increasesto a decrease in the derivative liability relating to the fair value of the conversion feature of the convertible debenture, which was offset by an increase in accounts payable of $25,548 due to working capital expenditures which remain unpaid due to the lack of sufficientlimited cash flow inavailable within the Company $27,123 ofto repay outstanding notes payable relating to financing for the Company’s general operationsobligations as well as increase of $7,204 of expenditures from related parties.  

26

they became due.

Cashflows from Investing Activities

During the period ended October 31, 2010,2016, the Company used proceedsrecorded a loss per share of $1,805$0.01 per share compared with a loss per share of $1.00 per share for investing activities as compared to $nil during the periodyear ended April 30, 2010.  The increase in cash from investing activities is attributed to the purchase of computer hardware of $1,805.  

Cashflows from Financing Activities

During the period ended October 31, 2010, the Company received proceeds of $27,123 from financing activities as compared to $20,001 for the period ended April 30, 2010.  The proceeds received during the period ended October 31, 2010 were attributed to issuances of notes payable, where the amounts are unsecured, due interest at 10% per annum, and due on demand.  During the period ended April 30, 2010, the proceeds received were attributed from the issuance of 400,000 common shares at $0.05 per common share.    

As at October 31, 2010, the Company has a going concern assumption as the Company has not earned significant revenues, has no certainty of earning revenues in the future, and has incurred a net loss of $139,499 since inception.  

The Company may require additional financing to continue operations–either from management, existing shareholders, or new shareholders through equity financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

We anticipate that our current cash and cash equivalents, anticipated cash flow from operations and the proceeds from the sale of the maximum amount of shares being offered hereunder will only be sufficient to meet our anticipated cash needs for the next 8-10 months.   If we are able to sell only 50%, 25% or 10% of our offered shares, we anticipate that we will only be able to meet our anticipated cash needs for the next 4-5 months, 2-3 months, or 0-2 months, respectively.

We estimate that our maximum amount of expenses over the next 10-12 months will be approximately $215,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise additional capital from shareholders or other sources. Some of these estimates will be paid for out of the proceeds of this offering, assuming we are successful in raising any such proceeds. However, we will not use our offering proceeds to repay the notes payable or related party obligations. We intend to repay these financial obligations from the amount of cash we have on hand, any additional financing we may receive and our anticipated future revenues. The notes payable are due on the earlier of: i) the one year anniversary of the loan date or ii) when the company completes an offering under Regulation D, Regulation S or Section 4(2) of the Securities Act of 1933. The Company will have to gener ate sufficient revenues before it can repay its related party obligations. Any repayment prior to the Company generating sufficient revenue to do so would have a significant negative impact on the Company's ability to initiate its business plan.  

The foregoing chart sets forth estimates of the Company’s total maximum operational expenses for the initial 12 month period following effectiveness of this offering. The amounts are not limited to proceeds received under this offering, if any, and therefore in order to reach our targets, we will need additional funds in the form of financing or revenues.

To date, we have designed and developed a variety of Apps that are currently available for purchase through Apple, Inc., and we are in the process of developing additional Apps and products.  Our current products, services and projects are described in further detail in the section of this prospectus titled “DESCRIPTION OF OUR BUSINESS”, under “Products and Services” starting on page 23. Over the next 12 months, we intend to continue developing and marketing our Apps. Some of our Apps are already commercially marketed and sold through the iTunes store and it is our intention to offer more as we design and develop them. We have already begun generating revenues from the sale of our Apps , and we intend to continue generating such revenues over the next 12 months.

resources that are material to stockholders.

exploration activities.

Recently Issued

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Updateequity instruments are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.  

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.  

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidanceconsideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to Advisory Board members and the cost of the services received as consideration are measured and recognized based on howthe fair value of the equity instruments issued.

In October 2009, the FASB issued an amendment to the accounting standardsand its independent auditing accountant had disagreements related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

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

disclosure.

Jesse Keller - Mr. Keller has an extensive background in sales and marketing for various industries.  His introduction to online marketing and sales began in 1998 when he helped develop and sell turnkey software solutions to companies and private individuals looking to invest in the industry.  This allowed him to develop advanced technical knowledge which he has parlayed into several successful business ventures to date.  In 2001, Mr. Keller relocated to San Jose, Costa Rica to pursue a marketing manager / software development position. Then in 2003, Mr. Keller founded a media investor relations company.  From 2001 through 2004, Mr. Keller served as President and Director of Can West Media, Inc., an online marketing and consulting company that works with companies around the world and whose services include search engine marketing, affiliate marketing, web design, graphic design and webmaster/customer service.  Fr om 2004 through 2009, Mr. Keller held the positions of President and Director of 250media.com, which provides investor relations services to low to mid-cap public companies including public relations services, investor relations, visual communications, web development, brand design, brochure and business collateral production.  Mr. Keller was appointed as Director of the Company becauseon October 13, 2014.

EXECUTIVE COMPENSATION

Summary Compensation Table

Shareholders can direct communications lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to our Chief Executive Officer, Jesse Keller,the inability to attract such a person.

generally accepted accounting principles.

persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended April 30, 2016, Forms 5 and any amendments thereto furnished to us with respect to the year ended April 30, 2016 and the representations made by the reporting persons to us, we believe that during the year ended April 30, 2016, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements. 

We are not aware of any arrangementsCompany's securities that couldwould result in a change in control of control.

the Company.

Company.

We currently utilize office space free of charge on a month-to-month basis from 250 Media Corp., of which our President, Jesse Keller, is the current Chief Executive Officer.  The office space is approximately 1000 square feet of industrial/office space with opportunities to expand our facilities.

(D)

any member serving at the request of the immediate familycorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including spouse, parents, children, siblingsattorneys' fees), judgments, fines and in-laws) of anyamounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the foregoing persons named in paragraph (A), (B) or (C) above.

LEGAL MATTERS

The validity of the shares sold by us under this prospectus will be passed upon for us by Carrillo , Huettel & Zouvas , LLP in San Diego, California.  

EXPERTS

M&K CPAs, PLLC, our independent registered public accountant, has audited our financial statements included in this prospectuscorporation, and, registration statement to the extent and for the periods set forth in their audit report. M&K CPAs, PLLC has presented its report with respect to our audited financial statements.

COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Articles of IncorporationBylaws provide that wethe Registrant shall indemnify ourits directors and officers to the fullest extent permitted by Nevada law and that none of our directors will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

law.

In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.