PART II AND III

OFFERING CIRCULAR

ALCOA GREENTECH INC.

540 Frontage Road, Suite 3345-3375

Northfield, IL 60093-1233

(847) 784-0036

The date of this Offering Circular is January 3, 2017.

Up to a Maximum of 4,000,000 Common Shares

at $5.00 per Common Share

$20,000,000

Alcoa GreenTech, Inc. (the “Company”) is offering to sell up to 4,000,000 common shares, par value $.001 per share (the “Shares”) at the price of $5.00 per Share.  No public market currently exists for these securities.   We have not yet developed our website. These securities are being offered for cash only, directly by the Company with no underwriter or broker-dealer. No commissions are payable to any salespersons, brokers, or dealers. No securities owned by current security holders are included in this offering.   

The offering will commence on the date of this Offering Circular and will continue until the earlier of the date on which we have accepted subscriptions for all the Shares offered or December 31, 2017, but we reserve the right to extend the termination date to June 30, 2018. There is no minimum number of Shares that must be sold or a formal escrow account. We will retain all net proceeds from the sale of the Shares sold in this offering.  Your offer to purchase Shares will not be accepted unless you agree to purchase at least 2,000 Shares ($10,000), but we reserve the right, in our sole discretion, to accept smaller investments.

See “Risk Factors” starting on page 4 for information about risks you should consider before buying Shares.

	Price to Public		Underwriting discount and commissions(1)		Proceeds  to issuer (2)		Proceeds to other persons
Per Share:	$	5.00	$	-	$	5.00		n/a
Total:	$	20,000,000	$	-	$	20,000,000		n/a

⁽¹⁾ The Shares are being offered by the officers and directors of the Company.  No commissions will be paid.

⁽²⁾ Assumes sale of all offered Shares. Proceeds are prior to payment of expenses of the offering, estimated to be $40,000.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

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This Offering Circular follows the “Offering Circular” format pursuant to the general instructions of Part II(a)(1)(i) of Form 1-A.

You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

It is important for you to read and consider all of the information contained in this Offering Circular before making your investment decision to purchase Shares in this offering.

TABLE OF CONTENTS

Offering Circular Summary	3
Risk Factors	4
Dilution	12
Plan of Distribution	12
Use of Proceeds	13
Description of Business	13
Description of Property	16
Management's Discussion and Analysis of Financial Condition and Results of Operation	16
Directors, Executive Officers and Significant Employees	18
Compensation of Directors and Executive Officers	19
Security Ownership of Management and Certain Security Holders	19
Interests of Management and Others in Certain Transactions	20
Securities Being Offered	20
Additional Information	21
PART F/S	22
PART III - INDEX TO EXHIBITS	30
SIGNATURES	31

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OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire Offering Circular, including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this Offering Circular.

The Company

The Company was incorporated on November 10, 2016 in the State of Nevada.

Operations

The Company develops, manufactures, markets and distributes alternative energy generators and will operate waste to energy (“WTE”) plants

Public Market

There is no public market for our Shares.

No Commitment to

  Purchase Shares

There is no commitment to buy any number of Shares being sold in this offering.

No Minimum Offering Amount

/No Formal Escrow Account:

There is no minimum offering amount or formal escrow account.  Upon acceptance of your subscription, the funds shall be immediately available to the Company.

Shares Offered by Us:

Up to 4,000,000 Shares, $.001 par value per Share.

Shares to be outstanding

   after this Offering:

Up to 34,000,000 Shares if all Shares offered are sold.

Use of Proceeds:

We primarily plan to use the net proceeds from our offering to fund our WTE projects.

Minimum Investment  

   Amount:

2,000 shares ($10,000), subject to our right to permit smaller investments.

How to Invest:

Send us your executed subscription agreement and IRS Form W-9, along with your payment of the aggregate subscription price for the Shares prior to the offering termination date, which is expected to be no later than December 31, 2017, but could be sooner if all Shares have been purchased prior to that date. We reserve the right to extend the termination date to June 30, 2018 in our sole discretion.

Once we receive your subscription, it is irrevocable. Your funds will be deposited directly into our operating account. No interest will be paid from the time we receive your subscription payment until the time we accept your subscription or reduce or reject your subscription, and return your funds promptly.

Risk Factors:

Investing in our Shares involves risks. You should carefully consider the information under “Risk Factors” starting on the next page before making a decision to invest in our common stock.

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RISK FACTORS

There are risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. You should carefully consider the risks described below along with all of the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This Offering Circular is qualified in its entirety by these risk factors. If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. As a result, the trading price of our common stock, if any, could decline, and you may lose all or part of your investment in our common stock. 

Caution Regarding Forward Looking Statements

Some of the information in this Offering Circular, including the risk factors listed below, contains or incorporates by reference certain forward-looking statements about our financial condition, results of operations and business that are based on our current and future expectations. You can find many of these statements by looking for words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties, including the risk factors summarized below that could cause actual results to differ materially from those contemplated in such forward-looking statements.

1.   We have not yet commenced operations, and there is a substantial uncertainty that we will be able to successfully conduct operations, in which case you could lose your investment.

We have not established an ongoing source of revenue sufficient to cover our operating costs, and are dependent on obtaining adequate capital to continue operations, which raises substantial doubt as to our ability to continue as a going concern. We anticipate incurring losses until such time we can generate significant revenues, and/or reduce operating costs.

We can give no assurances that any additional capital that we are able to obtain, if any, will be sufficient to meet our needs, or that any such financing will be obtained on acceptable terms. If we are unable to obtain adequate capital, we could be forced to cease operations or substantially curtail our commercial activities.

2.   We may not be able to obtain additional financing to fund our operations.

Even if we raise the entire offering amount, we will need to raise additional funds in the future. There can be no assurance that sufficient debt or equity financing will be available at all or, if available, that such financing will be at terms and conditions acceptable to us. Should we fail to obtain additional debt financing or raise additional capital, we may not be able to achieve our long-term business objectives and may face other serious adverse consequences. If we raise additional funds by issuing equity securities or convertible debt, investors may experience significant dilution of their ownership interest, and the newly-issued securities may have rights senior to those of the holders of our common stock.  If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and may require us to provide collateral to secure the loan. In addition, in a liquidation, debt holders will be entitled to repayment before any proceeds can be paid to our equity holders.

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3.   If we fail to effectively manage our growth, our business and operating results could be harmed.

We expect to experience growth in our business both domestically and abroad, which will place significant demands on our management, and our operational and financial infrastructure. To effectively manage this growth, we expect that we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. To accomplish these objectives, we may need to hire additional employees, make certain enhancements to our technology systems, make significant capital expenditures and utilize management resources. Failure to implement these proposed growth objectives could have a material adverse effect on our business and operating results.

4.   We may not be able to achieve profitability.

We may not be able to generate sufficient revenue to achieve profitability. We expect to continue to expend substantial financial and other resources on the following, which may increase our net losses:

•

expenses related to international expansion;

expenses related to the establishment of our WTE and solar energy projects;

•

improving our infrastructure and hiring employees to support it; and

•

selling, general and administrative expenses, including information technology, legal, accounting, and other expenses.

These investments may not result in increased revenue or growth of our business, which also could increase our net losses.  If we fail to grow our revenue at a rate greater than our expenses, our operating results and business will be harmed.

5.   Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which may be outside of our control.  Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our projected rates. Our operating results in future quarters may fall below expectations. Each of the following factors, as well as other factors, may affect our operating results:

•

Our ability to successfully complete our WTE projects;

•

Our ability to successfully compete in the solar energy market;

•

Our loss of one or more significant customers;

•

The introduction of successful competitors; and

•

Adverse media reports on our WTE projects.

6.   Our operations in foreign markets could cause us to incur additional costs and risks associated with doing business internationally.

Our operations in markets outside the United States subject us to additional costs and risks, including:

·

compliance with foreign requirements regulating the environment and the waste-to-energy market;

·

difficulties in establishing, staffing and managing international operations;

·

U.S. laws and regulations related to foreign operations, including tax and anti-corruption laws and regulations;

·

differing intellectual property laws;

·

differing contract laws that impact the enforceability of agreements among energy suppliers and energy consumers;

·

imposition of special taxes;

·

strong national and international competitors;

·

currency exchange rate fluctuations; and

·

political and economic instability in the countries in which we operate.

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Our failure to manage the risks associated with international operations could limit the future growth of our business and adversely affect our business, financial condition and results of operations. We may be required to make a substantial financial investment and expend significant management efforts in connection with our international operations.

7.   Changes in climate conditions could materially affect our business and prospects.

Significant changes in weather patterns and volatility could have a positive or negative influence on our existing business and our prospects for growth. Such changes may cause episodic events (such as floods or storms) that are difficult to predict or prepare for, or longer-term trends (such as droughts or sea-level rise). These or other meteorological changes could lead to increased operating costs, capital expenses, disruptions in facility operations or supply chains, changes in waste generation and interruptions in waste deliveries, and changes in energy pricing, among other effects.

8.   We may face intense competition and may not be able to successfully compete.

There are a number of other companies operating in the renewable energy and waste-to-energy markets. These include service or equipment providers, consultants, managers, buyers and/or investors.

We may not have the resources to compete with our existing competitors or with any new competitors. Most of our competitors have significantly greater personnel, financial and managerial resources than we have, and we may fail to maintain or expand our business. Moreover, as the demand for renewable energy increases, new companies may enter the market, and the influx of added competition will pose an increased risk to us. Increased competition could harm our business, prospects, financial condition and results of operations.

9.   Volatility in foreign exchange currency rates could adversely affect our financial condition and results of operations.

Foreign currency exchange rate movements between the U.S. dollar and the currencies of the jurisdictions in which we operate or receive payment could make doing business more expensive or revenue in foreign currencies less valuable, which could have a material adverse effect on our financial condition and results of operations.

10.  The concentration of stock ownership of certain officers and directors may influence the outcome of certain matters requiring stockholder approval.

Sam Chopra and Arvind Patil, officers and directors of the Company, beneficially own 56% of our outstanding common shares and will own at least 39.6% of the outstanding common shares upon completion of this offering.  Additionally, Cambridge Capital Group, Ltd, an entity controlled by Howard J. Goldberg, a director of the Company, controls 40% of our outstanding shares and will control at least 28.2% of the outstanding common shares upon completion of this offering. As a result, they will be able to substantially influence the strategic direction of the Company and the outcome of matters requiring approval by our stockholders. Their interests may not be, at all times, the same as those of our other stockholders, and their control may delay, deter or prevent acts that may be favored by our other stockholders.

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11.   Compliance with environmental laws and regulations may reduce, delay, or prevent our realization of facility revenue.

Our operations are subject to increasingly strict environmental laws and regulations, including laws and regulations governing the emission, discharge, disposal and transportation of certain substances and related odor.  The process of obtaining a required permit or registration can be lengthy and expensive.  We may not be able to meet applicable regulatory or permit requirements, and therefore may be subject to related legal or judicial proceedings that could have a materially adverse effect on our income derived from these facilities.

Any of the permits, registrations or approvals noted above, or related applications may be subject to denial, revocation or modification, or challenge by a third party, under various circumstances.  In addition, if new environmental legislation or regulations are enacted or existing legislation or regulations are amended or are enforced differently, these facilities may be required to obtain additional, or modify existing, operating permits, registrations or approvals.

Maintaining, modifying or renewing current permits or registrations or obtaining new permits or registrations after new environmental legislation or regulations are enacted or existing legislation or regulations are amended or enforced differently may be subject to public opposition or challenge.  Much of this public opposition and challenge, as well as related complaints, relates to odor issues, even when a facility is operated in compliance with odor requirements and even though they have worked hard to minimize odor from their operations.  Public misperceptions about the business and any related odor could influence the governmental process for issuing such permits or registrations or for responding to any such public opposition or challenge.  Community groups could pressure local municipalities to implement laws and regulations which could increase our costs of their operations that in turn could have a material and adverse effect on our business and financial condition.

12.   Waste to energy is a relatively new concept and we may face limitations and constraints on building and operating as a result.

Waste to energy is a new concept in India, and as a result, many of the proven and commercial technologies that currently exist with respect to management of urban wastes will need to be imported.  In addition, segregated municipal solid waste is not generally available at the site of the WTE plants, which may reduce our ability to operate.  If we do not have the financial support of the municipal corporations or the local governments, we may not be able to purchase the necessary land for building the WTE plants.  If the local laws are not conducive to our operations with respect to the allotment of land and the supply of waste, then we may not be able to operate our plants in our target markets.

13.   Project construction and development requires significant outlays of capital and is subject to numerous risks.

The construction and development of our projects involves numerous risks. We are required to outlay significant capital for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible or economically attractive. In order to successfully construct and develop our projects, we need to negotiate satisfactory engineering, procurement and construction agreements and feedstock supply and power purchase agreements, receive all required governmental permits and approvals, obtain financing, and timely implement construction and development. Successful completion of a particular project may be adversely affected by numerous factors, including:

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(i) failure or delay in obtaining required government permits and approvals with acceptable conditions;

(ii) unavailability of financing;

(iii) uncertainties relating to land costs for projects;

(iv) engineering problems;

(v) construction delays and contractor performance shortfalls;

(vi) work stoppages;

(vii) cost over-runs;

(viii) failure of equipment and materials supply;

(ix) adverse weather conditions; and

(x) environmental and geological conditions.

14.   The Company is collaborating with an outside company in order to have the technology that we need for this project, and are dependent on that collaboration to move forward.

We are collaborating with Hoskinson Group, LLC (“Hoskinson”) for the technology that we need to produce our WTE plants, and we currently have sales contracts in place with that company.  Hoskinson is a Florida based LLC and is the designer, supplier, and holder of the intellectual property of the WTE technology that we intend to use.  Hoskinson shall receive approximately 90% of the amounts to be raised from this offering that are to be allocated toward WTE projects.  The viability of our projects depends significantly upon the performance of Hoskinson in accordance with long-term contracts. If they cannot or will not perform their contractual obligations, whether due to their financial condition, force majeure events, changes in laws or regulations, or otherwise, we may not be able to secure alternate arrangements on substantially the same terms or at all for the goods and services provided under such contracts. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

15.  Our insurance coverage or third party indemnification rights may not be sufficient to cover our legal claims or other losses that we may incur in the future.

We will maintain insurance at what we believe are adequate levels for property, general liability, directors and officer’s liability, and workers’ compensation to protect ourselves against potential loss exposures. In the future, insurance coverage may not be available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customers’ or manufacturers’ requirements. If insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are not covered, which could increase our costs and adversely affect our operating results.

16.  We rely on skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.

Our future success depends on our ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization, particularly sales and marketing. Competition in our industry for qualified employees is intense. In addition, our compensation arrangements, such as our bonus programs, may not always be successful in attracting new employees or retaining and motivating our existing employees.

17.  If we are unable to retain key management personnel, our ability to manage our business effectively and grow could be negatively impacted.

We believe our success depends in part on our ability to retain our key management personnel. Currently, we have not yet executed employment agreements with our key management employees. The loss or limitation of the services of any of our key management employees or the inability to additional qualified replacement personnel could have a material adverse effect on our business and results of operations.

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18.  Taxation and transfer pricing affect our operations.

As a U.S. company doing business in international markets, we will be subject to foreign tax and intercompany pricing laws. These pricing laws are designed to ensure that appropriate levels of income and expense are reported by our U.S. and foreign entities, and that they are taxed appropriately. If regulators challenge our corporate structures, transfer pricing methodologies or intercompany transfers, our operations may be harmed, and our effective tax rate may increase. We will be eligible to receive foreign tax credits in the United States for certain foreign taxes actually paid abroad. In the event any audits or assessments are concluded adversely to us, we may not be able to offset the consolidated effect of foreign income tax assessments through the use of U.S. foreign tax credits. Because the laws and regulations governing U.S. foreign tax credits are complex and subject to periodic legislative amendment, we cannot be sure that we would in fact be able to take advantage of any foreign tax credits in the future. The various customs, exchange control and transfer pricing laws are continually changing, and are subject to the interpretation of governmental agencies.

Despite our efforts to be aware of and to comply with such laws and changes to the interpretations thereof, there is a risk that we may not operate in compliance with such laws. We may need to adjust our operating procedures, from time to time, in response to these interpretational changes, and such changes could have a material negative impact on our financial position, results of operation or cash flows.

19.  We will outsource a majority of our manufacturing and anticipate reliance on third-party manufacturers for the development and commercialization of most of our products.

We will rely on third-party manufacturers to produce products required to meet substantially all of our sales needs. We plan to rely upon contract manufacturers to produce commercial quantities of most of our products.

If our contract manufacturers fail to maintain high manufacturing standards and processes, it could harm our business. In the event of a natural disaster or business failure, including due to bankruptcy of a contract manufacturer, we may not be able to secure a replacement of our products on a timely or cost-effective basis, which could result in delays, additional costs and reduced revenues.

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

Our articles of incorporation authorize the issuance of 100,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

21.  Nevada corporation laws limit the personal liability of corporate directors and officers and require indemnification under certain circumstances.

Section 78.138(7) of the Nevada Revised Statutes provides that, subject to certain very limited statutory exceptions or unless the articles of incorporation provide for greater individual liability, a director or officer of a Nevada corporation is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law. We have not included in our articles of incorporation any provision intended to provide for greater liability as contemplated by this statutory provision.

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In addition, Section 78.7502(3) of the Nevada Revised Statutes provides that to the extent a director or officer of a Nevada corporation has been successful on the merits or otherwise in the defense of certain actions, suits or proceedings (which may include certain stockholder derivative actions), the corporation shall indemnify such director or officer against expenses (including attorneys’ fees) actually and reasonably incurred by such director or officer in connection therewith.

22.  Our articles of incorporation, our bylaws and Nevada law could deter a change of our management, which could discourage or delay offers to acquire us.

Certain provisions of Nevada law and of our articles of incorporation, and bylaws, as amended, could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions include:

•

requiring stockholders who wish to request a special meeting of the stockholders to disclose certain specified information in such request and to deliver such request in a specific way within a certain timeframe, which may inhibit or deter stockholders from requesting special meetings of the stockholders;

•

requiring that stockholders who wish to act by written consent request a record date from us for such action and such request must include disclosure of certain specified information, which may inhibit or deter stockholders from acting by written consent;

•

establishing the Board as the sole entity to fill vacancies of the Board of Directors, which lengthens the time needed to elect a new majority of the board; and

•

establishing more detailed disclosure in any stockholder’s advance notice to nominate a new member of the Board, including specified information regarding such nominee, which may inhibit or deter such nomination and lengthen the time needed to elect a new majority of the board.

23.   Our common stock is a “penny stock”, as defined in the Exchange Act. Trading of our common stock may be restricted by the Securities and Exchange Commission’s “penny stock” regulations, which may limit a stockholder’s ability to buy and sell our stock.

Our common stock is subject to the regulations of the Securities and Exchange Commission promulgated under the Exchange Act that require additional disclosure for trading in penny stocks. The Securities and Exchange Commission regulations generally define penny stocks to be any equity security that is not listed on a national securities exchange and has a market price of less than $5.00 per share, subject to certain exceptions. Unless an exception is available, those regulations require broker-dealers to (i) approve the customer for the specific penny stock transaction and receive from the customer a written agreement to the transaction; (ii) furnish the customer a disclosure document describing the risks of investing in penny stocks; (iii) disclose to the customer the current market quotation, if any, for the penny stock; and (iv) disclose to the customer the amount of compensation the firm and its broker will receive for the trade. In addition, after executing the sale, a broker-dealer must send to its customer monthly account statements showing the market value of each penny stock held in the customer’s account. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that becomes subject to the penny stock rules. Consequently, these penny stock rules may adversely affect the ability of broker-dealers and stockholders to trade our common stock.

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24.   As an issuer of “penny stock,” the safe harbor provided by the federal securities laws relating to forward-looking statements does not apply to the Company.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor in the event of a private legal action against us based on a claim that any forward-looking statement in our reports contained a material misstatement of fact or omitted a material fact necessary to make the statement not misleading. Such an action, whether successful or not, could have a material adverse effect on our business.

25.   We have no intention to pay dividends at the present time.

We have never paid dividends or made other cash distributions on our common stock, and we do not expect to declare or pay any dividends in the foreseeable future. We intend to retain future earnings, if any, for working capital and to finance current operations and expansion of our business.

26.   We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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DILUTION

Assuming completion of maximum offering amount, there will be a total of 34,000,000 common shares outstanding.  The following table illustrates the per common share dilution as of November 30, 2016 which may be experienced by investors on a fully diluted basis.  

Funding Level

$20,000,000

$15,000,000

$10,000,000

$5,000,000

Offering price

$5.00

$5.00

$5.00

$5.00

Net tangible book   

  value per common

  share before offering

0.00

0.00

0.00

0.00

Increase per common

  share attributable to

  investors

   0.58

  0.45

  0.31

  0.16

Pro forma net tangible

  book value per

  common share after

  offering

  0.58

   0.45

0.31

0.16

Dilution to investors

$ 4.42

$ 4.55

$ 4.69

$ 4.84

Dilution as a

  percentage of

  offering price

88.4%

91.0%

93.8%

96.8%

Based on 30,000,000 common shares outstanding as of the date of this Offering Circular and total stockholders’ deficit of $(66,848) as of November 30, 2016.  Offering expenses are estimated to be $40,000.

Further Dilution.  We may choose to raise additional capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of our common stock, including through the sale of securities convertible into or exchangeable or exercisable for common stock, the issuance of these securities could result in dilution to our stockholders, including investors purchasing our common stock in this offering.

PLAN OF DISTRIBUTION

The Offering.  Up to 4,000,000 Shares at a price of $5.00 per Share up to an aggregate maximum offering amount of $20,000,000.

The aggregate offering price and number of Shares to be offered was arbitrarily determined.

The Shares are being offered on a best efforts basis by our officers and directors for which they will receive no compensation. The offering may also be made by selected broker-dealers who are members of the Financial Industry Regulatory Authority.  If the offering is conducted through a FINRA member firm, standard FINRA commissions will be paid. The Company reserves the right to withdraw, cancel or reject an offer in whole or in part.

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No Minimum Offering Amount/No Formal Escrow Account.  There is no minimum number of Shares that must be sold or a formal escrow account. We will retain all net proceeds from the sale of the Shares sold in this offering.  Your offer to purchase Shares will not be accepted unless you agree to purchase at least 2,000 shares ($10,000), but we reserve the right, in our sole discretion, to accept smaller investments.

Offering Period.  The offering will commence on the date of this Offering Circular and will continue until the earlier of the date on which we have accepted subscriptions for all the Shares offered or December 31, 2017, but we reserve the right to extend the termination date to June 30, 2018.

USE OF PROCEEDS

If the entire offering amount is reached, the Company shall receive gross proceeds of up to a maximum of $20,000,000. Based on our present plans, which represent the existing and anticipated business conditions, we intend to apply the estimated net proceeds of the maximum offering over the next three years as follows:

	100%	75%	50%	25%
Gross Proceeds	$ 20,000,000	$ 15,000,000	$ 10,000,000	$ 5,000,000
Less offering costs	40,000	40,000	40,000	40,000
Net Proceeds	$ 19,960,000	$ 14,960,000	$   9,960,000	$ 4,960,000
WTE projects	17,290,000	13,500,000	8,900,000	4,160,000
Solar Energy project	1,470,000	300,000	60,000	0
Office set up	60,000	60,000	60,000	60,000
Salaries	550,000	550,000	500,000	450,000
Legal/consulting fees	150,000	150,000	150,000	150,000
Marketing/distribution	210,000	210,000	180,000	80,000
Travel expenses	80,000	80,000	60,000	40,000
Reserves	150,000	110,000	50,000	20,000
Net Proceeds	$19,960,000	$14,960,000	$9,960,000	$4,960,000

Our officers and directors will not receive any compensation for selling the common shares.

We intend to use the proceeds of this offering in the manner set forth above. At present, no material changes are contemplated.  If the financing falls short of the maximum offering amount, priority in the use of funds will be given to setting up the infrastructure of the Company and starting the WTE projects.

DESCRIPTION OF BUSINESS

Overview.  The Company intends to become a renewable energy source and waste management solution provider.  We are focusing on providing electricity through waste to energy (“WTE”) plants.  In addition, we will be selling solar panels for commercial installation.  India has demonstrated renewed interest in clean energy, and is the initial prime market for our products.  We intend to use the funds raised in this offering to implement, install and commission green energy plants.  In the future, we intend to become further involved in the power production and transmission structure of India.

Corporate Operations.  We are a US company based in Northfield, Illinois.  We intend to conduct all of corporate operations in the US, though we will be offering our products internationally.  We will make use of contractors for all of our projects, and only the management team will be hired as full time employees.

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Waste to Energy Plants.  The Company is currently in negotiations regarding five different projects in India in the WTE field.  Our WTE plants will use a technique called pyrolysis to create fuel from waste products, which is then used to generate power.  These plants both generate electricity and reduce pollution by disposing of waste in landfills and reducing dependence on fossil fuels.

In the next seven years, we plan to own and operate 35 WTE plants with a capacity to eliminate approximately 22,000 tons of waste per day.  We estimate that it will cost a total of $21 million to build the first five WTE plants, and it should take 12 to 15 months to build a plant once all approvals are in place.  It is estimated to take six months in order to complete all planning and approvals necessary to begin construction.  The WTE plants should start generating revenue 21 months following the signing of the contract.  The urban local bodies have guaranteed a supply of waste and the land required for the project is provided at a nominal lease.  The power tariffs for WTE projects have been fixed at $0.117 per kilowatt hour.

We are collaborating with Hoskinson Group, LLC (“Hoskinson”), a Florida based limited liability company that is the designer, supplier and holder of the intellectual property of the WTE technology that we will use for our WTE projects.  Hoskinson and the Company have formed a special purpose entity (“SPE”) to develop and operate the WTE projects.  Hoskinson will provide the WTE technology and be the program manager and paymaster for the projects.  The Company will be responsible for fund raising and management.  Both members of the SPE will be responsible for obtaining all permits and agreements necessary for these projects.  Under the SPE, profits shall be distributed to outstanding debtors.  Once those debts have been fully paid, the remaining profits shall be split in the following manner: 25% shall go to early stage investors, 25% shall go to late stage investors, and 50% shall go to Hoskinson for the duration of the project.

We intend to establish a manufacturing hub in India.  This hub will not only serve the Indian market but will also serve as an export hub for selling our product internationally.  We intend to produce power equipment and modular WTE plants for sale world-wide.

We are also looking into alternative uses for our products.  India currently has large coal reserves, but insufficient liquid fuel production to meet its needs.  Our WTE plants can be used to convert coal into liquid fuel.  We intend to pursue this venture approximately three years after our WTE plants have been established.  Other opportunities that we can pursue include the creation of charcoal, compost, fertilizer or bio-oil from other waste such as sewage, industrial waste and hazardous waste.

Solar Energy.  We are also pursuing solar energy projects through this offering, and have contracted with a solar panel manufacturer and an engineering, procurement, and construction management company in relation to these projects.  We intend to market solar panels for commercial roof top installation and sell the power generated through private vendors.

India’s Ministry of New & Renewable Energy reported in 2015 that the country has an operational solar power output of four gigawatts as a result of the country’s National Solar Mission, which endeavors to make India on of the top ten solar markets in the world.  The goal of the National Solar Mission is to be generating 20,000 megawatts of electricity through solar power by 2022.  As of March 31, 2016, the roof top solar market in India is currently generating 740 megawatts and has been growing steadily.  

The Market.  The Company is focusing its initial efforts on India.  The government in India is interested in bringing in sources of green energy, and is offering various forms of assistance to green energy producers.  India has a favorable regulatory policy and business environment as well as many different sites of opportunity.  The Company has identified several technological partners that we hope to work with to establish our position in India.

The Company will be concentrating its solar power efforts on the cities of Pune and Mumbai due to the high power tariffs in those areas.  We intend to add enough solar panels to residential complexes over the next seven years to generate 14 megawatts.

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Worldwide Market.  We intend to establish a manufacturing hub in India.  This hub will not only serve the Indian market but will also serve as an export hub for selling our product internationally.  Currently, we are in discussions with a European power equipment company to have us produce equipment in India.  Once we have been established, we intend to expand to South East Asia, and we are currently talking to parties in the Caribbean and Tunisia regarding future WTE opportunities.

Marketing Strategy.  The Company is reaching out to municipal governments throughout India and placing bids with these governments to construct WTE plants.  In addition, we are reaching out to power generator producing companies in order to obtain manufacturing contracts.  Once we have become established, we will be reaching out to governments globally in order to offer our services and expand our client base.

Revenue.  The Company will receive revenue from the sale of the electricity produced by our WTE plants.  Once we branch out into manufacturing and solar energy services, we will additionally receive revenue from sales and service of our goods.

Customers.  The government of Gujarat, India has accepted our proposal for setting up WTE plants in the Agmadabad, Surat, and Vadodara municipal corporations.  In addition, India is currently launching 98 smart cities, which are urban developments created with the intent to integrate information and communication technology into the city to manage a city’s assets, including power plants and waste management.  Based on our in-house research, we believe that WTE projects are an essential criteria for these smart cities, making these cities potential customers for our services.  

Competitive Analysis.  The WTE market is rapidly expanding due to the global need both for energy and for waste management.  As a result of the growth potential of this market, the Company faces intense competition, and we expect that this competition will increase moving forward.  We believe that we have an advantage in this market in India because we are getting into the market during a period when the Indian government is offering a variety of incentives to new green energy companies.  However, we need to raise sufficient funds to commence full scale operations.  We will be competing on the basis of pricing and reliability.  There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by the Company may have a material adverse effect on our business, prospects, financial condition and results of operations

Litigation.  There is no material litigation pending in which the Company is a party or of which any of its property is subject.

Changes in Laws, Regulations or Policies.  From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures. Such initiatives may change the operating environment of the Company in substantial and unpredictable ways. The Company cannot determine the ultimate effect that any potential legislation, if enacted, or implementing regulations with respect thereto, would have, upon the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the financial condition, results of operations or business of the Company.

Financial Consulting Agreement.  On November 10, 2016, the Company entered into an agreement with Cambridge Capital Group, Ltd., a division of Cambridge Energy Group, Ltd., an entity controlled by Howard J. Goldberg, a director of the Company.  Pursuant to the agreement, Cambridge Capital Group, Ltd. shall provide financial consulting to the Company for an undetermined time period.  As consideration for these services, the Company issued Cambridge Capital Group, Ltd. 12,000,000 of its common shares.   

Employees.  As of January 3, 2017, other than the officers, we have no full-time employees and no part-time employees.

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DESCRIPTION OF PROPERTY

We are renting the property located at $540 Frontage Rd., Suite 3345 through 3375, Northfield, IL 60093-1233.  Our telephone number is (847) 784-0036.  The offices are in a three story freestanding building for interim offices and warehouse space.  The offices consist of 4,000 square feet and are leased on an annual basis with a monthly lease fee of $4,000.  This amount is being accrued, and is due on July 1, 2017.  We believe that this location will meet our requirements for the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included as exhibits to this Offering Circular. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,” “RISK FACTORS” and elsewhere in this Offering Circular, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements, except as required by law.

Overview

The following discussion is intended to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with our financial statements and accompanying notes included as exhibits to this Offering Circular.

Trends and Uncertainties 

Demand for the Company's products will be dependent on, among other things, general economic conditions that are cyclical in nature.  The Company's business operations may be adversely affected by the Company’s competitors and prolonged recessionary periods.  

There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the Company’s short term or long-term liquidity.  Sources of liquidity both internal and external will come from the sale of electricity produced by the Company’s WTE plants, solar energy panels, and power generator parts and supplies, as well as the private sale of the Company’s stock.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.  There are no significant elements of income or loss that do not arise from the Company’s continuing operations.  There are no known causes for any material changes from period to period in one or more line items of the Company’s financial statements.

Capital and Source of Liquidity

The Company requires substantial capital in order to meet our ongoing corporate obligations and in order to continue and expand its current and strategic business plans.

To date, the Company has raised working capital through advances from our CEO and through the sale of common shares.

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For the period from November 10, 2016 (inception) to November 30, 2016, we had a net loss of $96,848.  We had the following adjustments to reconcile net loss to net cash provided by operating activities: We had an increase of $30,000 due to common stock issued for services. We had the following change in assets and liabilities: We had an increase of $1,280 due to accounts payable.  As a result, we had net cash used in operating activities of $65,568 for the period from November 10, 2016 (inception) to November 30, 2016.

For the period from November 10, 2016 (inception) to November 30, 2016, we spent $7,750 on the purchase of fixed assets, resulting in net cash provided by investing activities of $7,750 for the period.

For the period from November 10, 2016 (inception) to November 30, 2016, we received $73,548 as proceeds from related party notes payable, resulting in

Results of Operations

For the period from November 10, 2016 (inception) to November 30, 2016, we did not record any revenues.  We paid selling, general and administrative expenses of $96,848, resulting in a net loss of $96,848 for the period.

Plan of Operation

The Company is in the development stage and has not conducted any material operations to date or received any significant operating revenues.  The Company may experience problems, delays, expenses and difficulties sometimes encountered by an enterprise in the Company’s stage of development, many of which are beyond the Company’s control.  These include, but are not limited to, unanticipated problems relating to the employee costs, marketing problems, additional costs and expenses that may exceed current estimates and competition.

The use of proceeds will be utilized primarily to build and operate waste to energy plants.  We need to achieve the following milestones to commence full operations.  The estimated cost is outlined in the Use of Proceeds section.

Milestones

Estimated Cost

Time

Set up offices

$60,000

1-3 months

Obtain regulatory permits for construction

$500,000

1-3 months

Establish government contracts for WTE projects

$20,000

1-3 months

Purchase necessary real estate for construction

$7,000,000

1-3 months

Hire contractors for construction

$1,000,000

3-6 months

Acquire necessary materials for construction

$2,000,000

3-6 months

Establish marketing and advertising

$210,000

3-6 months

Begin WTE plant construction

$4,000,000

3-6 months

Secure long-term contracts

$10,000

9-12 months

Expand markets

$45,000

9-12 months

Complete WTE plant construction

$10,000,000

18-21 months

The proceeds from the issuance of common stock under this offering may not be sufficient to complete the Company's business plan.  We intend to use the proceeds of this offering in the manner and in order of priority set forth above. At present, no material changes are contemplated.  If the financing falls short of the maximum offering amount, priority in the use of funds will be given toward setting up the infrastructure of the Company and starting the WTE projects.  There can be no assurance that additional financing will be available or that, if available, such financing will be on acceptable terms to enable the Company to complete its business plan.

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Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles  and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth the name, age and position with the Company of each of our directors and executive officers. On completion of this offering, all of the executive officers will be full-time employees. Currently, the Company has no employees that would be classified as significant employees. The business address for all of these individuals is 540 Frontage Road, Suite 3345, Northfield, IL 60093-1233.

Name	Age	Position with the Company	Term of Office
Sam Chopra	61	President, Chief Executive Officer, Co-Chairman	Inception to present
Arvind Patil	45	Secretary, Treasurer, Director	Inception to present
Luis A. Riveros	51	Director	Inception to present
Howard J. Goldberg	66	Director, Co-Chairman	Inception to present
Makrand Deshpande	45	Director	Inception to present

Sam Chopra.   Sam Chopra is the CEO and Co-Founder of Alcoa Green Technologies, Inc. and has held this position since February 2010.  From 2010 through 2014, Mr. Chopra worked full time as an administrator for C P Worldwide Shipping, Inc., a family owned business, and Mr. Chopra has been working as a part time employee with C P Worldwide Shipping since 2014.  Mr. Chopra and Mr. Patil founded ACS Metal, a scrap metal and demolition company, and operated it from 2011 through 2013.  Mr. Chopra received a Bachelor Degree in commerce from the University of Delhi in 1974.

Arvind Patil.  Arvind Patil has worked as a renewable energy consultant in India since 2010, and has been the managing director of Alcoa Green Tech India Pvt. Ltd. since 2015.  From 2011 through 2013, Mr. Patil worked with Alieus Solar, an India based solar power company.  Between 2011 and 2013, Mr. Patil worked with Mr. Chopra to found ACS Metal, a scrap metal and demolition company, which operated in the US and Argentina.  From 2013 through 2016, Mr. Patil worked as a consultant with Glenn Dimplex Corporation, a European product sourcing conglomerate.  Mr. Patil has been operating Advance Communication System International, LLP since 2004.  Mr. Patil has been an active partner in Atricol SA, a construction aggregate and stone extraction company, since 2013, and has run PSA Infotech, a software services firm, since 2011.  Mr. Patil received a Bachelor of Law from the Indian Law Society in Maharashtra, India, in 2016.  He completed his post graduate work in industrial engineering from the National Institute of Industrial Engineering in Mumbai, India, in 1994.  Mr. Patil received a Bachelor

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Degree in electrical engineering from Visvesvaraya National Institute of Technology in Maharashtra, India, in 1992.  He received a certification in Production and Inventory Management from the American Production and Inventory Control Society in 1998.

Luis A. Riveros.   Luis A. Riveros has been an active partner in Advance Communication System International since 2004.  He has been an active partner in Atricol SA, a construction aggregate and stone extraction company since 2013.  Mr. Riveros received his training in electrical engineering from the New Jersey Institute of Technology in 1976.

Howard J. Goldberg.   Howard J. Goldberg is President of Cambridge Energy Management Group, Ltd., and has held this position since 1994.  Mr. Goldberg is also an officer of Cambridge Capital Group, Ltd., a division of Cambridge Energy Group, Ltd., an entity controlled by Howard J. Goldberg.  Prior to joining Cambridge, Mr. Goldberg was a self-employed real estate developer / builder for seven years.  His earlier experience was as a Trader at the Chicago Mercantile Exchange for13 years. Howard Goldberg’s banking experience includes four years as Vice President of Northern Ohio Bank. Mr. Goldberg holds degrees in marketing and advertising from Roosevelt University and a degree in banking Administration from Ohio University.

Makrand Deshpande.   Makrand Deshpande has been working with Reliance Infrastructure since 2005 and is currently the vice president for that company.  Mr. Deshpande received a Post Graduate degree in management from IMT Ghaziabad, Inda in 2004.  He received a Bachelor Degree in electrical engineering from Visvesvaraya National Institute of Technology in Nagpur, India in 1992.  Mr. Deshpande received his certification as a Project Management Professional from PMI USA in 2007.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

No cash compensation has been paid to the officers or directors since inception.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

There are currently 30,000,000 common shares outstanding.  Upon completion of the maximum offering, there will be up to 34,000,000 outstanding.

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The following tabulates holdings of common shares of the Company by each person who, subject to the above and at the date of this Offering Circular, holds of record or is known by management to own beneficially more than 5.0% of the voting securities of the Company.

Shareholdings

Shareholdings

At Date of

After the

Name & Address(1)

This Offering Circular

Percent

Offering

Percent

   Officers and Directors

Sam Chopra

8,400,000 direct

28.0%

8,400,000

24.7%

Arvind Patil

8,400,000 direct

28.0%

8,400,000

24.7%

Makrand Deshpande

0

0.0%

0

0.0%

Howard J. Goldberg

12,000,000 indirect

40.0%

12,000,000

35.3%

Luis A. Riveros

1,200,000 direct

4.0%

1,200,000

3.5%

Officers and Directors

  As a Group (5 persons)

30,000,000

100.0%

30,000,000

88.2%

    5% shareholders

Cambridge Capital Group, Ltd. ⁽²⁾

12,000,000 direct

40.0%

12,000,000

35.3%

 (1)The address of each officer and director is our business address of 540 Frontage Road, Suite 3345, Northfield, IL 60093-1233

(2)A wholly owned subsidiary of Cambridge Energy Group, Ltd., a company controlled by Howard J. Goldberg, a director of the Company.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned, subject to applicable community property laws.

INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On November 10, 2016, the Company entered into an agreement with Cambridge Capital Group, Ltd., a division of Cambridge Energy Group, Ltd., an entity controlled by Howard J. Goldberg, a director of the Company.  Pursuant to the agreement, Cambridge Capital Group, Ltd. shall provide financial consulting to the Company for an undetermined time period.  As consideration for these services, the Company issued Cambridge Capital Group, Ltd. 12,000,000 of its common shares valued at $12,000.   

SECURITIES BEING OFFERED

The following statements constitute brief summaries of the Company's certificate of incorporation and bylaws.  The Company is authorized to issue 100,000,000 common shares, $.001 par value per common share.  As of the date hereof, there are 30,000,000 common shares issued and outstanding.

Common Stock

Holders of common shares of the Company are entitled to cast one vote for each share held at all shareholders meetings for all purposes. There are no cumulative voting rights.

Upon liquidation or dissolution, each outstanding common share will be entitled to share equally in the assets of the Company legally available for distribution to shareholders after the payment of all debts and other liabilities. All outstanding preferred shares are, and the common shares offered hereby will be when issued, fully paid and non-assessable.

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There are no limitations or restrictions upon the rights of the board of directors to declare dividends out of any funds legally available therefore. The Company has not paid dividends to date and it is not anticipated that any dividends will be paid in the foreseeable future. The board of directors initially may follow a policy of retaining earnings, if any, to finance the future growth of the Company. Accordingly, future dividends, if any, will depend upon, among other considerations, the Company’s need for working capital and its financial conditions at the time.

The capital stock of the Company, after the amount of the subscription price or par value has been paid in full, shall be non-accessible.

There are no anti-takeover provisions that may have the effect of delaying or preventing a change in control.

Dividend Policy

We do not anticipate paying dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as the board of directors deems relevant.

Market Price of Our Common Stock

There is no public trading market for our common shares.

Following this offering, an active trading market for our common stock may not develop or be maintained, and any such market may not be liquid. Moreover, shareholders may not be able to sell their shares of our common stock when desired, or at all, or in the amount or at the price they seek. Future issuances or resales of shares of our common stock, or the perception of future issuances or resales of shares of our common stock, could materially and adversely affect the prevailing market price of our common stock, if any, and could impair our ability to raise capital through the sale of our common stock or equity-related securities in the future.

We shall serve as our own registrar and transfer agent for the common stock of the Company until completion of this offering.

ADDITIONAL INFORMATION

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov/edgar/searchedgar/companysearch.html.

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PART F/S

INDEX TO UNAUDITED FINANCIAL STATEMENTS

Balance Sheet as of November 30, 2016

Statement of Operation for the period from November 10, 2016 (inception) to November 30, 2016

Statement of Stockholders’ Equity for the period from November 10, 2016 to November 30, 2016

Statement of Cash Flows for the period from November 10, 2016 (inception) to November 30, 2016

Notes to Financial Statements

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ALCOA GREENTECH, INC

BALANCE SHEET

AS OF NOVEMBER 30, 2016

	November 30,
	2016
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$                    230
Total current assets	230
Fixed assets
Equipment, net	2,750
Intangible assets	5,000
Total assets	$                 7,980
Liabilities and Stockholders' Deficit
Current liabilities Accounts Payable	$                 1,280
Total current liabilities	1,280
Notes payable – related parties	73,548
Total Liabilities	74,828
Stockholders' deficit
Common stock, $0.001 par value; authorized 100,000,000      shares; issued and outstanding 30,000,000 as of    November 30, 2016	30,000
Additional paid-in capital	-
Accumulated deficit	(96,848)
Total stockholders' deficit	(66,848)
Total liabilities and stockholders' deficit	$                7,980

See accompanying notes to financial statements.

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ALCOA GREENTECH, INC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM INCEPTION (NOVEMBER 10, 2016)

THROUGH NOVEMBER 30, 2016

(UNAUDITED)

	For the period from inception (November 10, 2016 to November 30, 2016
Net sales		$                -
Cost of sales		-
Gross loss		-
Costs and expenses:
Depreciation		0
Selling, general and administrative expenses		96,848
		96,848
Loss from operations		(96,848)
Other income (expense):
Interest expense		0
		0
Income (loss) before income taxes		(96,848)
Income taxes		-
Net income (loss)		$   (96,848)
Basic net income (loss) per share		$       (0.00)
Weighted average shares outstanding
Basic		30,000,000

See accompanying notes to financial statements.

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ALCOA GREENTECH, INC.

Statement of Changes in Shareholders' Deficit

	Common Stock		Additional
	Shares	Amount ($0.001 Par)	Paid-In Capital	Accumulated	Total Stockholders’
	(1)	(1)	(1)	Deficit	Deficit
Balance at Inception (November 10, 2016	0	0	0	0	0
Stock based compensation to officers	18,000,000	$18,000	0	0	18,000
Issuance of common stock for consulting services	12,000,000	$12,000	0	0	12,000
Net income (loss)	-	-	-	(96,848)	(96,848)
Balance at November 30, 2016	30,000,000	$30,000	0	(96,848)	$   (66,848)

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

Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during the reporting period. No potentially dilutive debt or equity instruments were issued or outstanding during the period except outstanding shares. Future issuance of common/preferred stock or any debt will change earnings per share.

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ALCOA GREENTECH, INC

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 10, 2016)

THROUGH NOVEMBER 30, 2016

 (UNAUDITED)

	For the period from inception (November 10, 2016 to November 30, 2016
Cash flows from operating activities
Net income (loss)		$  (96,848)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities:
Common stock issued or to be issued for services		30,000
Depreciation		-
Change in assets and liabilities
Accounts payable		1,280
Net cash used in operating activities		(65,568)
Cash flows from investing activities
Purchase of fixed assets		(7,750)
Net cash provided by investing activities		(7,750)
Cash flows from financing activities
Proceeds from related party notes payable		73,548
Net cash provided by financing activities		73,548
Net increase in cash and cash equivalents		230
Cash and cash equivalents, beginning of period		--
Cash and cash equivalents, end of period		$          230
Supplementary information:
Cash paid for :
Interest		$              -
Income taxes		$              -
Non-cash transactions:
Conversion of notes payable and accrued interest into common stock		$              -

See accompanying notes to financial statements.

26

ALCOA GREENTECH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 10, 2016)

TO NOVEMBER 30, 2016

NOTE 1 – DESCRIPTION OF BUSINESS

Alcoa Greentech, Inc. was organized under the laws of the State of Nevada on November 10, 2016. Alcoa Greentech, Inc.’s year end is December 31.

NOTE 2 - GOING CONCERN

The accompanying condensed unaudited consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying condensed unaudited consolidated financial statements, the Company had a net loss of $96,848 for the period from inception (November 10, 2016) to November 30, 2016. The Company has a stockholders' deficit of $66,848 at November 30, 2016.

Based on the above considerations, there is a substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate future profits or attain working capital through debt or equity financing. There are material risks and uncertainties inherent to the business. Management hopes that the continued growth opportunities in India with its favorable regulatory policies, business environment and the potential of a global export hub will bring sufficient revenues and investment into the Company to sustain its growth and operations. There is no assurance that this series of events will be satisfactorily completed. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

27

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated filed with the SEC in our Form 10K on April 19, 2016. Operating results for the interim periods presented are not necessarily indicative of the results for the full year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Equipment

Equipment is stated at cost, less accumulated depreciation.

Revenue Recognition

The Company recognizes revenue when it is realized and realizable.

Income (loss) Per Common Share

Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during the reporting period.

Recent Authoritative Accounting Pronouncement

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

28

NOTE 4 – PROPERTY AND EQUIPMENT

Components of property and equipment are as follows:

	November 30, 2016
	(unaudited)
Office Furniture & Equipment	$     2,750
Web Development	5,000
Less:  Accumulated Depreciation	-
Property and Equipment, net	$     7,750

NOTE 5 – RELATED PARTY TRANSACTIONS

During the period from inception (November 10, 2016) to November 30, 2016, current officers and directors made aggregate loans of $73,548.  The related party loans were based on verbal agreements and are repayable in one year and are without interest.  These amounts include $17,161 for pre-incorporation expenses made on behalf of the yet to be formed Company.. The above related loans are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties.

On November 10, 2016, the Company approved the issuance of 18,000,000 common shares to officers and directors of the Company for services rendered and 12,000,000 common shares to Cambridge Capital Group as compensation for consulting services..

NOTE 6 – STOCKHOLDERS’ EQUITY

On November 10, 2016, the Company approved the issuance of 18,000,000 restricted common shares to its officers and directors for services valued at $.001 per common share.

On November 10, 2016, pursuant to a consulting agreement, the Company approved the issuance of 12,000,000 restricted common shares to Cambridge Capital Group for services valued at $.001 per common share

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to November 30, 2016 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting and noted no additional items to be disclosed.

29

PART III — INDEX TO EXHIBITS

Exhibit No.

Description of Exhibit

2.1*

Articles of Incorporation

2.2*

Bylaws

4.1*

Form of Subscription Agreement

10.1*

Consulting Agreement with Cambridge Capital Group, Ltd.

10.2*

Hoskinson Co-Developer Agreement

11.1

Consent of J.M. Walker & Associates (Included as part of Exhibit 12.1)

12.1*

Opinion of J.M. Walker & Associates

*Filed herewith

30

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Colebrook, State of New Hampshire, on January 3, 2017.

/s/Sam Chopra

Sam Chopra

Chief Executive Officer, Co-Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Offering Statement has been signed by the following persons in the capacities indicated.

/s/Sam Chopra

Sam Chopra

Chief Executive Officer, Co-Chairman of the Board and President

January 3, 2017

/s/Arvind Patil

Arvind Patil

Secretary, Treasurer and Director

January 3, 2017

/s/Luis A. Riveros

Luis A Riveros

Director

January 3, 2017

/s/Howard J. Goldberg

Howard J. Goldberg

Co-Chairman of the Board

January 3, 2017

/s/Makrand Deshpande

Makrand Deshpande

Director

January 3, 2017

31

EX1A-2A CHARTER

EX1A-2B BYLAWS

Alcoa GreenTech Bylaws   

EX1A-4 SUBS AGMT

FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

For Qualified Purchasers

ALCOA GREENTECH INC.

A NEVADA CORPORATION

This is a Subscription for

Common Stock of

Alcoa GreenTech Inc.

THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of _____________________, by and between the undersigned (the “Subscriber,” “Investor,” or “you”) and Alcoa GreenTech Inc., a Nevada corporation (“Alcoa” or “we” or “us” or “our”), with reference to the facts set forth below.

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by Alcoa) certain common shares (the “Shares”), as set forth in Section 1 and on the signature page hereto, offered pursuant to that certain Offering Circular, dated as of January 2, 2017 (the “Offering Circular”) of Alcoa.

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.

Subscription for and Purchase of the Shares.

1.1           Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth on the signature page to this Agreement.

1.2          The Subscriber must initially purchase at least 2,000 Shares in this offering. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased the requisite minimum of 2,000 Shares.

1.3           The offering of Shares is described in the Offering Circular is available through the SEC’s EDGAR website. Please read this Agreement, the Offering Circular and exhibits thereto, including our corporate governance documents. While they are subject to change, as described below, Alcoa advises you to print and retain a copy of these documents for your records. By signing below, you agree to the following terms and agree to transact business with us and to receive communications relating to the Shares electronically.

1.4           Alcoa has the right to reject this Subscription in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

1.5           Once you make a funding commitment to purchase Shares, it is irrevocable until the Shares are issued, the Purchase is rejected by Alcoa, or Alcoa otherwise determines not to consummate the transaction.

1.6           The undersigned has received and read a copy of the Alcoa’s articles of incorporation, as amended from time to time (the “Articles of Incorporation”) and Alcoa’s bylaws, as amended from time to time (the “Bylaws”) and agrees that its execution of this Subscription Agreement constitutes its consent to the Articles of Incorporation and the Bylaws, and, that upon acceptance of this Subscription Agreement by Alcoa, the undersigned will become a stockholder of Alcoa as a holder of Shares. When this Subscription Agreement is countersigned by the Company, the Articles of Incorporation and the Bylaws shall be binding upon the undersigned as of the settlement date.

2.

Purchase of the Shares.

2.1           The Subscriber understands that the Purchase Price is payable with the execution and submission of this Agreement, and accordingly, is submitting herewith to Alcoa the Purchase Price as agreed to by Alcoa.

2.2           If Alcoa returns the Subscriber’s Purchase Price to the Subscriber, Alcoa will not pay any interest to the Subscriber.

2.3           If this Subscription is accepted by Alcoa, the Subscriber agrees to comply fully with the terms of this Agreement, the Shares and all other applicable documents or instruments of Alcoa, including the Articles of Incorporation and the Bylaws. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this Subscription and the Subscriber’s purchase of the Shares.

2.4           In the event that this Subscription is rejected in full or the offering is terminated, payment made by the Subscriber to Alcoa for the Shares will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Subscription is rejected in part, Alcoa shall refund to the Subscriber any payment made by the Subscriber to Alcoa with respect to the rejected portion of this Subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate.

3.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Alcoa the following:

3.1           The information that the Subscriber has furnished herein, including (without limitation) the information regarding whether Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Alcoa accepts this subscription. Further, the Subscriber shall immediately notify Alcoa of any change in any statement made herein prior to the Subscriber’s receipt of Alcoa’s acceptance of this Subscription, including, without limitation, Subscriber’s status as an “accredited investor” and/or “qualified purchaser”. The representations and warranties made by the Subscriber may be fully relied upon by Alcoa and by any investigating party relying on them.

3.2           The Subscriber, if an entity, is, and shall at all times while it holds Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement.

3.3           The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Alcoa, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

3.4           At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Alcoa or any other person that:

a.         A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or

b.         The past performance or experience on the part of Alcoa and/or its officers or directors does not in any way indicate the predictable or probable results of the ownership of the Shares or the overall Alcoa venture.

3.5          The Subscriber has received this Agreement, the Offering Circular, the Articles of Incorporation and the Bylaws. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Alcoa or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Alcoa and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s own interests in connection with the Purchase.

3.6           The Subscriber understands that the Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Shares. The Subscriber has read, reviewed and understood the risk factors set forth in the Offering Circular.

3.7           The Subscriber understands that any forecasts or predictions as to Alcoa’s performance are based on estimates, assumptions and forecasts that Alcoa believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts.

3.8           The Subscriber is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Alcoa.

3.9           The amount of Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons).

3.10         The Subscriber has had an opportunity to ask questions of Alcoa or anyone acting on its behalf and to receive answers concerning the terms of this Agreement and the Shares, as well as about Alcoa and its business generally, and to obtain any additional information that Alcoa possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber.

3.11         The Subscriber agrees to provide any additional documentation Alcoa may reasonably request, including documentation as may be required by Alcoa to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits.

3.12         The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Shares, or has recommended or endorsed the Shares, and that the Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder.

3.13         The Subscriber is subscribing for and purchasing the Shares without being furnished any offering literature, other than the Offering Circular, the Articles of Incorporation, the Bylaws and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Alcoa in writing, and without receiving any representations or warranties from Alcoa or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or Subscriber’s advisors.

3.14         The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Alcoa. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

3.15         The Subscriber is subscribing for and purchasing the Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Shares, and the Subscriber has no plans to enter into any such agreement or arrangement.

3.16         The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

3.17         Alcoa’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation:

(a)

None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations.

(b)

To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Alcoa or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder.

(c)

When requested by Alcoa, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Alcoa may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Alcoa reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to Alcoa. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused.

(d)

Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of an Subscriber which is an entity, any Related Person is:

(i)

a Prohibited Investor;

(ii)

a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;

1) For purposes of this Section 3.17, the terms “Related Person”, “Prohibited Investor”, “Senior Foreign Political Figure”, “Close Associate”, “Non-Cooperative Jurisdiction” and “Foreign Shell Bank” shall have the meanings described below: “Close Associate of a Senior Foreign Political Figure” shall mean a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure; “Foreign Shell Bank” shall mean a Foreign Bank without a presence in any country.

(iii)

a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking

operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank; “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur; “Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to Alcoa in connection therewith; “Related Person” shall mean, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan; “Senior Foreign Political Figure” shall mean a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

(iv)

a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

(e)

The Subscriber hereby agrees to immediately notify Alcoa if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.18 have become incorrect or if there is any change in the information affecting these representations and covenants.

(f)

The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, Alcoa may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Shares.

3.18        The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning Alcoa and to consult with independent tax advisers regarding the tax consequences of investing through Alcoa. The Subscriber acknowledges that Subscriber understands that any anticipated United States federal or state income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Subscriber acknowledges and agrees that Alcoa is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Subscriber by reason of the Purchase.

4.

Waiver of Statutory Information Rights. The Subscriber acknowledges and understands that, but for the waiver made herein, the Subscriber would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, Alcoa’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of Alcoa, if any, under the circumstances and in the manner provided in Section 78.257 of the Nevada Revised Statutes (any and all such rights, and any and all such other rights of the Subscriber as may be provided for in Section 78.257, the “Inspection Rights”). In light of the foregoing, until the first sale of securities of Alcoa to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Act, the Subscriber hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 78.257 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 78.257.

5.

Restriction on Transfers

5.1        Before any holder (“Stockholder”) of Shares may transfer, assign, pledge, or otherwise dispose of or encumber Shares (or any interest therein) to another prospective holder, such Stockholder must obtain the prior written consent of the corporation upon resolutions duly approved by the Board of Directors, which consent may be withheld in its sole discretion.

5.2        Notwithstanding the foregoing, the provisions of this Section 5.1 shall not apply to the following transactions:

(a)

       in the case of a Stockholder who is an individual, the transfer without consideration of any Shares made for bona fide estate planning purposes, either during a Stockholder’s lifetime or on death by will or intestacy to (i) his or her spouse or Spousal Equivalent, child (natural or adopted), sibling, or any other direct lineal antecedent or descendant of such Stockholder (or his or her spouse or Spousal Equivalent) (all of the foregoing collectively referred to as “family members”), or any other relative approved by the Corporation upon resolutions duly approved by the Board of Directors or (ii) any custodian or trustee of any trust, partnership or limited liability company solely for the benefit of, or the ownership interests of which are owned wholly by, such Stockholder or any such family members. “Spousal Equivalent” as used herein shall mean an individual who is registered with any state governmental entity as a domestic partner of the relevant person to whom such individual may be a Spousal Equivalent (a “Registered Domestic Partner”) or who (i) irrespective of whether or not the relevant person to whom such individual may be a Spousal Equivalent and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else nor a Registered Domestic Partner with anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely; or

(b)        in the case of a Stockholder that is an entity, the transfer without consideration of any Shares by a Stockholder to its stockholders, members, partners, other equity holders, or affiliates.

5.3        In the case of any transfer consented to by the corporation or described in Section 5.2 above or otherwise, the transferee, assignee, or other recipient shall receive and hold the Shares subject to the provisions of this Section 5, and there shall be no further transfer of such stock except in accordance with this Section 5.1, Section 5.2 and Section 5.3.

6.

Tax Forms.  The Subscriber will also need to complete an IRS Form W-9 or the appropriate Form W-8, which should be returned directly to us at our office at 540 Frontage Road, Suite 3345-3375, Northfield, IL 60093-1233.  The Subscriber certifies that the information contained in the executed copy (or copies) of IRS Form W-9 or appropriate IRS Form W-8 (and any accompanying required documentation), as applicable, when submitted to us will be true, correct and complete. The Subscriber shall (i) promptly inform us of any change in such

information, and (ii) furnish to us a new properly completed and executed form, certificate or attachment, as applicable, as may be required under the Internal Revenue Service instructions to such forms, the Internal Revenue Code of 1986, as amended, or any applicable Treasury Regulations or as may be requested from time to time by us.

7.

Personal Conduct Repurchase Option for the Shares.

7.1        In the event that the Subscriber fails to conform his/her/its personal conduct to common and accepted standards of good citizenship or conducts himself/herself/itself in a way that reflects poorly upon Alcoa, as determined by the Board of Directors of Alcoa (the “Board”) in its sole, but good faith discretion, the Board may elect, at its sole discretion, to cause Alcoa to repurchase all, but not less than all, of the Shares held by the Subscriber; provided, however that the Board may delegate the power to make the decision to cause Alcoa to repurchase the Subscriber’s Shares under this Section 7 to Alcoa’s Chief Executive Officer (the “CEO”).

7.2        In the event that the Board (or the CEO if the Board has delegated its power to the CEO), elects to cause Alcoa to repurchase any Shares pursuant to this Section 7, Alcoa shall, within fifteen (15) business days of such election, send written notice to the Subscriber stating that Alcoa is exercising its right to repurchase the Subscriber’s Shares pursuant to Section 7 (the “Repurchase Notice”).

7.3        In connection with any repurchase by Alcoa of Shares pursuant to this Section 7, the price paid to the Subscriber shall be equal to the aggregate original purchase price paid for the Shares plus all declared but unpaid dividends on such shares (the “Repurchase Price”). The Repurchase Price paid pursuant to this Section 7 shall be delivered to the Subscriber within fifteen (15) business days after the Repurchase Notice is provided to the Subscriber. The date on which Alcoa pays or tenders the Repurchase Price to the Subscriber shall be referred to herein as the “Repurchase Date”.

7.4        On or before the Repurchase Date, the Subscriber shall surrender any certificate or certificates representing such Shares (or, if the Subscriber alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to Alcoa to indemnify Alcoa against any claim that may be made against Alcoa on account of the alleged loss, theft or destruction of such certificate) to Alcoa, in the manner and at the place designated in the Repurchase Notice.

7.5        On the Repurchase Date, notwithstanding that the certificates evidencing any of the Shares so called for repurchase shall not have been surrendered, all rights with respect to such Shares shall forthwith after the Repurchase Date terminate. Any Shares that are repurchased shall be automatically and immediately cancelled and retired.

8.

No Advisory Relationship. You acknowledge and agree that the purchase and sale of the Shares pursuant to this Agreement is an arms-length transaction between you and Alcoa. In connection with the purchase and sale of the Shares, Alcoa is not acting as your agent or fiduciary. Alcoa assumes no advisory or fiduciary responsibility in your favor in connection with the Shares or the corresponding project investments. Alcoa has not provided you with any legal, accounting, regulatory or tax advice with respect to the Shares, and you have consulted your own respective legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.

9.

Bankruptcy. In the event that you file or enter bankruptcy, insolvency or other similar proceeding, you agree to use the best efforts possible to avoid Alcoa being named as a party or otherwise involved in the bankruptcy proceeding. Furthermore, this Agreement should be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) you be allowed by Alcoa to return the Shares to Alcoa for a refund or (ii) Alcoa be mandated or ordered to redeem or withdraw Shares held or owned by you.

10.

Miscellaneous Provisions.

10.1         This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (without regard to the conflicts of laws principles thereof).

10.2         All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of Alcoa.  You shall send all notices or other communications required to be given hereunder to Alcoa via email at subscribe@alcoagreentech.com (with a copy to be sent concurrently via prepaid certified mail to: Alcoa GreenTech Inc., 540 Frontage Road, Suite 3345-3375, Northfield, IL 60093-1233, Attention: Investor Relations.

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business.

10.3         This Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be assigned, transferred or delegated without the prior written consent of Alcoa. Any such assignment, transfer or delegation in violation of this section shall be null and void.

10.4         The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

10.5         Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

10.6         If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

10.7           In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any.

10.8           This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with Alcoa with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us.

10.9           This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10.10         The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires.

10.11         The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of Alcoa that may be involved in the issuance or servicing of Shares on the Alcoa Platform, which the parties expressly agree shall be third party beneficiaries hereof.

11.

Consent to Electronic Delivery. The Subscriber hereby agrees that Alcoa may deliver all notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of Alcoa and its investments, including, without limitation, information about the investment, required or permitted to be provided to the Subscriber under the Offering Circular or hereunder by means e-mail or by posting on an electronic message board or by other means of electronic communication.  By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement (each, a “Disclosure”).  The decision to do business with us electronically is yours.  This document informs you of your rights concerning Disclosures.

(a)   Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

(b)  Consenting to Do Business Electronically. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.

(c)   Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

(d)   How to Contact Us Regarding Electronic Disclosures. You can contact us via email at subscribe@alcoagreentech.com. You may also reach us in writing at the following address: Alcoa GreenTech Inc., 540 Frontage Road, Suite 3345-3375, Northfield, IL 60093-1233, Attention: Investor Support. You agree to keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered e-mail address changes, you must notify us of the change by sending an email to subscribe@alcoagreentech.com. You will print a copy of this Agreement for your records, and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Alcoa Platform.

12.

Consent to Electronic Delivery of Tax Documents.

(a)        Please read this disclosure about how we will provide certain documents that we are required by the Internal Revenue Service (the “IRS”) to send to you (“Tax Documents”) in connection with your Shares. A Tax Document provides important information you need to complete your tax returns. Tax Documents include Form 1099. Occasionally, we are required to send you CORRECTED Tax Documents. Additionally, we may include inserts with your Tax Documents. We are required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form.

(b)        How We Will Notify You That a Tax Document is Available. On or before the required IRS-designated due date for your Tax Document, you will receive an electronic notification via email when your Tax Documents are available.

(c)        Your Option to Receive Paper Copies. To obtain a paper copy of your Tax Documents, you can print one by visiting the Alcoa web site. You can also contact us at subscribe@alcoagreentech.com and request a paper copy.

(d)        Withdrawal of Consent to Receive Electronic Notices. You can withdraw your consent before the Tax Document is furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to:

Alcoa GreenTech Inc.

Attention: Investor Support

540 Frontage Road

Suite 3345-3375

Northfield, IL 60093-1233

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent.

(f)        You Must Keep Your E-mail Address Current With Us. You must promptly notify us of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting us at subscribe@alcoagreentech.com.

(g)        Hardware and Software Requirements. In order to access and retain Tax Documents electronically, you must satisfy the computer hardware and software requirements as set forth above in Section 11(c) of this Agreement. You will also need a printer if you wish to print Tax Documents on paper, and electronic storage if you wish to download and save Tax Documents to your computer.

13.

Limitations on Damages. IN NO EVENT SHALL ALCOA BE LIABLE TO THE SUBSCRIBER FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

14.

Arbitration.

(a)   Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 14 (this “Arbitration Provision”). The arbitration shall be conducted in Washington, DC. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Alcoa (or persons claiming through or connected with Alcoa), on the other hand, relating to or arising out of this Agreement, any Share, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of Section (e) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

(b)  The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

(c)   If we elect arbitration, we shall pay all administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

(d)  Within 30 days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.

(e)   We agree not to invoke our right to arbitrate an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

(f)  Unless otherwise provided in this Agreement or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party, or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this sub-section (f), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this sub-section (f) shall be determined exclusively by a court and not by the administrator or any arbitrator.

(g)  This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

(h)  This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any loan or Share or any amounts owed on such loans or notes, to any other party. If any portion of this Arbitration Provision other than sub-section (f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in sub-section (f) are finally adjudicated pursuant to the last sentence of sub-section (f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

15.

Waiver of Court & Jury Rights. THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER AGREEMENTS RELATED THERETO.

16.

Authority. By executing this Agreement, you expressly acknowledge that you have reviewed this Agreement and the Offering Circular for this particular subscription.

[Signature page to follow]

IN WITNESS WHEREOF, the Subscriber, or its duly authorized representative(s), hereby acknowledges that it has read and understood the risk factors set forth in the Offering Circular, and has hereby executed and delivered this Agreement, and executed and delivered herewith the Purchase Price, as of the date set forth above.

THE SUBSCRIBER:

Print Name of Subscriber

Description of Entity (if applicable)

Signature of Subscriber

Name of Person Signing on behalf of Subscriber

Title (if applicable)

Address of Subscriber:

Telephone:

Email:

Number of Shares Purchased:

Purchase Price:

(Signature Page to Subscription Agreement)

AGREED AND ACCEPTED BY

Alcoa GreenTech Inc.

By:

Name:

 Sam Chopra

Title:

Chief Executive Officer

Alcoa GreenTech Inc.

540 Frontage Road

Suite 3345-3375

Northfield, IF 60093-1233

subscribe@alcoagreentech.com

(847) 784-0036

(Signature Page to Subscription Agreement)

EX1A-6 MAT CTRCT

EX1A-6 MAT CTRCT

Codevelopment agreement   

EX1A-12 OPN CNSL

Attorney's consent