S-1

As filed with the Securities and Exchange Commission on June 12, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Tribus Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Washington	5084	82-1104757
(State or other jurisdiction of	(Primary standard industrial	(IRS employer
incorporation or organization)	classification code number)	identification number)

3808 N. Sullivan Rd. Building 13-D

Spokane Valley, WA 99216

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

Kendall Bertagnole

3808 N. Sullivan Rd. Building 13-D

Spokane Valley, WA 99216

(509) 992-4743

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

Copies to:

Elaine A. Dowling, Esq.

EAD Law Group, LLC

10624 S. Eastern Ave. Ste. A-102

Henderson, NV 89052

702-761-6769

ead@eadlawgroup.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

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

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging Growth company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Share		Proposed Maximum Offering Price  (2)		Amount of Registration Fee (3)
Shares for sale by Our Company		8,000,000	$	0.25	$	2,000,000.00	$	231.80
Selling Shareholders– Common Stock		2,941,658	$	0.25	$	735,414.50	$	85.23

⁽²⁾ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

⁽³⁾ Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

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

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share. It is possible that the Company’s shares may never be quoted on the OTC Markets or listed on an exchange.

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SUBJECT TO COMPLETION, DATED JUNE 9, 2017.

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

PROSPECTUS

TRIBUS ENTERPRISES, INC.

10,941,658 Shares of Common Stock

This prospectus will also allow us to issue a minimum of 400,000 and up to 8,000,000 common shares and selling shareholders to sell 2,941,658 common shares (“Shares” or “Securities”) in our initial public offering. The proceeds from the sale of the shares by the company will be available for use by the company. The selling shareholder’s sale of shares of common stock will result in proceeds which will not be available for use by the company. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTCMarkets and no market for these securities may develop. The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share. The company’s shares may never be quoted on the OTCMarkets or listed on an exchange.

	Offering Price per Unit		Gross Proceeds to Our Company		Offering Expenses  (1) (2)		Net Proceeds to Our Company		Net Proceeds to Selling Shareholders
Per Unit (Initial Public Offering)		0.25		0.25		0.02		0.23		0.00
Per Share (Selling Shareholders)		0.25		0.00		0.00		0.00		0.25
Total		$2, 735,414.50	$	2,000,000.00	$	160,000	$	1,840,000	$	735,414.50

⁽¹⁾ Estimated expenses to be paid by the Issuer including payment of any underwriting or placement commissions, discounts or expense.

⁽²⁾ Selling shareholders shall not pay any expenses of offering their shares. All expenses of this offering shall be borne by the Issuer.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 3 before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 12, 2017.

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TABLE OF CONTENTS

Prospectus Summary	5
Risk Factors	7
Cautionary Note Regarding Forward-Looking Statements	11
Use of Proceeds	12
Capitalization	12
Dilution	13
Market for Common Equity and Related Stockholder Matters	14
Description of Business and Property	14
Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Our Management	19
Security Ownership of Certain Beneficial Owners and Management	21
Certain Relationships and Related Party Transactions	21
Description of Capital Stock	22
Selling Stockholders	23
Plan of Distribution	24
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	27
Legal Opinion	27
Experts	27
Interests of Named Experts and Counsel	27
Additional Information	28
Report of Independent Registered Public Accounting Firm	F-1
Part II – Information Not Required in Prospectus	II-1
Signatures	II-4

Unless otherwise specified, the information in this prospectus is set forth as of June 12, 2017, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

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PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to Tribus Enterprises, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8.

Our Company

The Company was formed on March 29, 2017 in the State of Washington. The Company is a development stage company and our auditors have issued a going concern opinion.

Business Strategy

The Company was incorporated in March 2017.

Tribus was formed to manufacture, and market products from Tribus Innovation, LLC (“Tribus LLC”) which was acquired 100% on March 29, 2017.

Tribus Innovations, LLC’s first product is a compelling product line of innovative ratcheting flare nut wrenches. Tribus LLC’s initial product line uses traditional manufacturing methods of metal forging, subtractive manufacturing (CNC milling), additive manufacturing (3D printing), and plastic injection molding. Tribus LLC has made several plastic resin prototypes in 2016. Tribus LLC is currently developing metal prototypes built out of tool grade steel and will be testing the results. The detailed designs and specifications of the product are complete and are awaiting testing results. These results may reveal any necessary design changes that may be needed for either the manufacturing process or to address failures.

Our executive offices are located at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216.

Our telephone number is (509) 992-4743.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

The Company shall continue to be deemed an emerging growth company until the earliest of—

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

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

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

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

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

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The Offering

This prospectus covers a minimum of 400,000 and up to 8,000,000 common shares to be sold by the company at a price of $0.25 per share in a direct public offering and 2,941,658 shares held by selling shareholders to be sold at $0.25 per share.

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ABOUT THIS OFFERING

Securities Being Offered	Up to 8,000,000 shares of Tribus Enterprises, Inc. to be sold by the company at a price of $0.25 per share and 2,941,658 shares of common stock of Tribus Enterprises, Inc. to be sold by selling shareholders at a price of $0.25 per share. The minimum offering is 400,000 shares.
Initial Offering Price	The company will sell a minimum of 400,000 shares up to a maximum of 8,000,000 Units at a price of $0.25 per share and the selling shareholders will sell up to 2,941,658 shares at a price of $0.25 per share.
Terms of the Offering	The company will offer and sell the shares of its common stock at a price of $0.25 per share in a direct offering to the public. The selling shareholders will offer and sell the shares of their common stock at a price of $0.25 per share.
Termination of the Offering	The offering will conclude when the company has sold all of the 8,000,000 shares of common stock offered by it. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company.
Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.

RISK FACTORS

An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

Risks Relating to the Early Stage of our Company

We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

We have a very limited operating history and our business plan is unproven and may not be successful.

Our company was formed in March 2017 but we have not yet begun full scale operations. We have not licensed or sold any substantial amount of products commercially and do not have any definitive agreements to do so. We have not proven that our business model will allow us to generate a profit.

We have suffered operating losses since inception and we may not be able to achieve profitability.

We had an accumulated deficit of ($74,101) as of March 31, 2017 and we expect to continue to incur significant set up expenses in the foreseeable future related to the completion of development and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

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We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund set up and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

We expect to raise additional capital during 2017 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Further, if our business grows, we will be required to manage multiple relationships. Any further growth by us, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

Risks Relating to Our Business

We have limited sales and marketing experience, which increases the risk that our business will fail.

Our officers, who will be responsible for marketing our licensed products to potential users, have only nominal sales and marketing experience. Further, we have budgeted only minimal amounts toward sales and marketing efforts over the next 12 months, which by industry standards is a very limited amount of capital with which to launch our effort. Given the relatively small marketing budget and limited experience of our officers, there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our licensed products are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing and sales expertise to attract subscribers to our website. Our future success will depend, among other factors, upon whether our licensed products can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our licensed products will gain wide acceptance in its targeted markets or that we will be able to effectively market our licensed products.

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

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan.  We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months.  If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing.  Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

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

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

Our auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

We will need to achieve commercial acceptance of our licensed product to generate revenues and achieve profitability.

We cannot predict when significant commercial market acceptance for our licensed products will develop, if at all, and we cannot reliably estimate the projected size of any such potential market. If markets fail to accept our products, we may not be able to generate revenues from the commercial application of our technologies. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products that are accepted by customers. If we are unable to cost-effectively achieve acceptance of our licensed products by customers, or if the associated products do not achieve wide market acceptance, our business will be materially and adversely affected.

We are a small company with limited resources relative to our competitors and we may not be able to compete effectively.

The product marketing services of our competitors have longer operating histories, greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors will have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products than we may be able to devote to our products.  Therefore, we may not be able to compete effectively and our business may fail.

Our officers and directors have conflicts of interest in that they have other time commitments that will prevent them from devoting full-time to our operations, which may affect our operations.

Because our officers and directors, who are responsible for all our business activities, do not devote their full working time to operation and management of us, the implementation of our business plans may be impeded. Our officers and directors have other obligations and time commitments, which will slow our operations and may reduce our financial results and as a result, we may not be able to continue with our operations. Additionally, when they become unable to handle the daily operations on their own, we may not be able to hire additional qualified personnel to replace them in a timely manner. If this event should occur, we may not be able to reach profitability, which might result in the loss of some or all of your investment in our common stock.

Risks Relating to our Stock

The Offering price of $0.25 per Unit is arbitrary.

The Offering price of $0.25 per Unit has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

We have no firm commitments to purchase any shares.

We have no firm commitment for the purchase of any shares, therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.

All proceeds from the sale of shares offered by the company will be immediately available for use by the company.

There is no minimum offering amount and we have not established an escrow to hold any of the proceeds from the sale of the shares offered by the company. As a result, all proceeds from the sale of shares offered by the company will be available for immediate use by the company. The proceeds of the sale may not be sufficient to implement the company’s business strategy.

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Our shares are not currently traded on any market or exchange. We will apply to have our common stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTCMarkets or listed on an exchange, which could severely impact their liquidity.

Currently our shares are not traded on any market or exchange. We will apply to have our common stock quoted via the OTC Markets. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. It is possible that the company’s shares may never be quoted on the OTC Markets or listed on an exchange.

A low market price would severely limit the potential market for our common stock.

Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

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

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on the OTCBB. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company’s shares may never be quoted on the OTC Markets or listed on an exchange.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

· the ability of the company to offer and sell the shares of common stock offered hereby;

· the integration of multiple technologies and programs;

· the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

· changes in existing and potential relationships with collaborative partners;

· the ability to retain certain members of management;

· our expectations regarding general and administrative expenses;

· our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

· other factors detailed from time to time in filings with the SEC.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. The Company will be required to update any forward looking statements as required by law.

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USE OF PROCEEDS

With respect to up to 8,000,000 shares of common stock to be sold by the Company, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:

· working capital;

· set up and marketing activities;

· capital expenditures.

Our management will have broad discretion in the allocation of the net proceeds of any offering, however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various funding levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. The offering expenses of any selling shareholders are not included in this table, and any such expenses that were to be incurred would be paid out of General Operating Expenses. The table is set out in the perceived order of priority of such purposes, provided however; management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to place such funds in an FDIC insured bank account.

USE OF PROCEEDS *
% of Shares Sold		Min		25	%		50	%		75	%		100	%
# of Shares Sold		400,000		2,000,000			4,000,000			6,000,000			8,000,000
Gross Proceeds	$	100,000	$	500,000		$	1,000,000		$	1,500,000		$	2,000,000
Less: Offering Expenses*		8,000		40,000			80,000			120,000			160,000
Net Proceeds to the Company	$	92,000	$	460,000		$	920,000		$	1,380,000		$	1,840,000
Use of Proceeds:
Legal & Accounting		12,000		12,000			12,000			12,000			12,000
General Operational Expenses		40,000		288,000			360,000			432,000			504,000
Production & Development		40,000		160,000			548,000			936,000			1,324,000
Total	$	92,000	$	460,000		$	920,000		$	1,380,000		$	1,840,000

* Offering Expenses $0.02/share

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2017:

	March 31, 2017
Current Assets	$	311,934
Current liabilities		3,244
Stockholder’s deficit:
Common stock		5,542
Preferred stock		20,000
Additional paid-in capital		338,403
Accumulated deficit		(55,255	)
Total stockholders’ equity		308,690
Total capitalization	$	308,690

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DILUTION

The net tangible book value of our company as of March 31, 2017 was $308,690 or ($0.06) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on March 31, 2017.

Our net tangible book value and our net tangible book value per share will be impacted by the 8,000,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $0.25 per share.

We are registering 8,000,000 new shares of common stock for sale by our company. If all shares are sold at the offering price of $0.25 per share less estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of March 31, 2017, is illustrated in the following table:

	$100,000 Offering (100%)		$75,000 Offering (75%)		$50,000 Offering (50%)		$25,000 Offering (25%)
Number of current shares held		5,541,658		5,541,658		5,541,658		5,541,658
Number of new shares issued		8,000,000		6,000,000		4,000,000		2,000,000
Total number of new shares held		13,541,058		11,541,658		9,541,658		7,541,658
Net tangible book value before this offering	$	308,690	$	308,690	$	308,690	$	308,690
Net proceeds to the company		1,840,000		1,380,000		920,000		460,000
Net tangible book value after this offering	$	2,148,690	$	1,688,690	$	1,228,690	$	768,690
Assumed public offering price per share	$	0.25	$	0.25	$	0.25	$	0.25
Net tangible book value per share before this offering	$	0.06	$	0.06	$	0.06	$	0.06
Increase attributable to new investors	$	0.10	$	0.09	$	0.07	$	0.04
Net tangible book value per share after this offering	$	0.16	$	0.15	$	0.13	$	0.10
Dilution per share to new stockholders	$	0.09	$	0.10	$	0.12	$	0.15

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Control

The issuer is registering 2,941,658 shares of common stock that is collectively held by 50 shareholders. The corporations 3 officers & directors hold 20,000,000 Class A preferred shares. These shareholders will continue to own the majority of the issuer’s registered common stock after the offering, and will continue to control the issuer.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained.

We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of June 1, 2017, the Company has fifty one (51) shareholders who hold 100% of its issued and outstanding common stock.

DESCRIPTION OF BUSINESS AND PROPERTY

Our Company

The Company was formed on March 29, 2017 in the State of Washington.

Business Strategy

Tribus was formed to manufacture, and market products from Tribus Innovation, LLC (“Tribus LLC”), which was acquired 100% by the Company on March 29, 2017.

Tribus LLC was formed in April of 2014 to develop, manufacture, and market a compelling product line of innovative ratcheting flare nut wrenches. Their initial product line uses traditional manufacturing methods of metal forging, subtractive manufacturing (CNC milling), additive manufacturing (3D printing), and plastic injection molding. Tribus LLC has made several plastic resin prototypes in 2016. Tribus LLC is currently developing metal prototypes built out of tool grade steel and will be testing the results. The detailed designs and specifications of the product are complete and are awaiting testing results. These results may reveal any necessary design changes that may be needed for either the manufacturing process or to address failures.

Products

Tribus LLC’s ratcheting flare nut wrench addresses the market in a way that has never been done before; reducing the time it takes to turn inline fasteners.

·    Ease of Use – There are no buttons or switches. In order to reverse the tightening direction,

simply remove the tool and rotate it 180°.

·    Learning Curve – This works the same as a standard open ended wrench but it has the ability to

ratchet, saving valuable time. There will be a very short and slight learning curve as the users

will simply need to remove the tool off the fastener and line up the open slots to remove the

tool completely off the line.

·    Heavy Torque application – Due to the design of the pawls that engage into the ratchet, it has

at least 4x more contact surfaces than standard ratcheting wrenches. This will translate to much

more application of torque.

·    Convenience in tight spaces – Pawls have been designed along with corresponding grooves in

the ratchet so users can maximize ratchet pitch. It will only take 2°- 4° to get the ratchet to click.

This is crucial in tight spaces where there is very little room to swing the ratchet.

Tribus LLC also has a smartphone application division that has two additional products under development. One is a home garage door automation application, the other is a construction time management application that is completely cloud driven. The garage door automation application is specific to motorcycle riders. The construction time management application provides employers and employees better analytics and can replace traditional time cards punching in & out.

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The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

The Company shall continue to be deemed an emerging growth company until the earliest of—

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

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

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

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

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

Employees

As of June 1, 2017, we have no employees, but have three (3) officers and directors who are non-employee Directors. We have no agreements with any of our management/subcontractors for any services. We consider our relations with our subcontractors to be good.

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Description of Property

We currently lease office space at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216 as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our business efforts increase.

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

The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of March 31, 2017 that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern.

Plan of Operation

Tribus was formed to manufacture, and market products acquired or licensed from Tribus Innovation, LLC (“Tribus LLC”) under an Option Agreement.

Tribus LLC was formed in December of 2015 to develop, manufacture, and market a compelling product line of innovative ratcheting flare nut wrenches. Their initial product line uses traditional manufacturing methods of metal forging, subtractive manufacturing (CNC milling), additive manufacturing (3D printing), and plastic injection molding. Tribus LLC has made several plastic resin prototypes in 2016. Tribus LLC is currently developing metal prototypes built out of tool grade steel and will be testing the results. The detailed designs and specifications of the product are complete and are awaiting testing results. These results may reveal any necessary design changes that may be needed for either the manufacturing process or to address failures.

Tribus LLC also has a smartphone application division that has two additional products under development. One is a home garage door automation application, the other is a construction time management application that is completely cloud driven. The garage door automation application is specific to motorcycle riders. The construction time management application provides employers and employees better analytics and can replace traditional time cards punching in & out.

Market Initial Wrench Product

The intention of this tool initially was to serve a couple of very specific markets. Our early ideas were to have imperial and metric sets of these tools that would service automobile brake systems (brake lines and compression fittings), as well as automotive transmissions (transmission lines and compression fittings). However, we at Tribus found other markets that appeared self-evident by simply showing our network of friends the plastic resin tools that we 3D printed. The cable installation industry could potentially issue all installation fleet members a 7/16” version of this tool. An instance occurred where a plumber requested several specific sizes of these tools. Air conditioning repair men have inquired about the tool as well. Additionally, a 7/8” version of this tool would be ideal for the scaffold building industry.

The tool that Tribus LLC has invented is unique. There is no competition in the space of ratcheting flare nut wrenches. Every brake shop in the country will want a set of these in both metric and imperial. Careful consideration was written into the patent language to allow for multiple configurations of this tool. Tribus, LLC designed a variety of versions and different configurations, such as an indexing head that allows for speed wrenching, or angled heads to offset the handle from the work surface.

We find ourselves in a rather unique position with no existing competitors. We also believe in the power of disruptive technology. Our goals are to create and own the market. We have several ideas as to how we can accomplish this.

An aggressive sales and marketing branch of the business will be created. The marketing department will create and support the value messaging that coincides with our business philosophy about the tool. The marketing department will also exaggerate the pain points of tools that compare to ours. The marketing department will additionally create all the necessary content needed for our sales department.

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The company founders have come to a decision about how to get our product into the market and ultimately into the hands of our consumers. We have decided that as a startup company, we need to have direct sales but work on establishing relationships with regional fleet mechanic shops, nationwide distributors and retail buyers. Ideally, we would like to have distribution deals in place with companies like Matco Tools, Cornwell Tools, and Mac Tools. Eventually, Tribus Innovations would be thrilled to have a deal in place with nationwide retailers like AutoZone, Costco, Pep Boys and even Ace Hardware.

In short, successfully reaching our revenue goals will require direct sales in the Pacific Northwest region while simultaneously building relationships with nationwide distributors and retail buyers. We will capitalize on low hanging fruit first. Our outside sales team will visit small mechanics’ shops and show them the value of our tool in person. Eventually, the outside sales team will be working on more sophisticated and larger companies that have franchise locations throughout the region.

The marketing team and our inside sales team will be working hand in hand to develop relationships over the phone with private mechanics’ shops, regional fleet mechanic shops, large regional franchise mechanics’ shops, tool distributors and retail buyers. The inside sales group will literally be on the phone with all these potential customers and their job will be to do the cold calls and generate sales leads and set aside all the rejections. Occasionally, we are sure that a small percentage of cold calls could lead to a direct sale on the spot. However, the sales leads that the inside sales team generate shall be passed to the outside sales team.

The outside sales team will use the qualified sales leads to simply arrange appointments and do a product demonstration and develop a relationship. Private mechanic shops and smaller customers will be expected to have a short sales cycle. Larger customers like regional franchise mechanics’ shops and large retail buyers would require longer sales cycles.

Liquidity and Capital Resources

As of March 31, 2017 we had current assets of $311,934, consisting of $298,942 in cash $2,240 in deposits, 7,760 in equipment and $2,992 in prepaid expenses. Current liabilities at March 31, 2017, totaled $ 3,244.

We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs. Currently, the Company has determined that its anticipated monthly cash flow needs should not exceed $8,000 per month for the last 6 months of 2017.

We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the Company will receive increasing revenues from operations in the coming year; however, since the Company has a short history of revenues, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.

The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional licensed products are rolled out, the Company believes it can fund its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds during 2017 and 2018 through sales of equity, debt and convertible securities, if it is deemed necessary.

Tribus Enterprises has no intention in investing in short-term or long-term discretionary financial programs of any kind.

Results of Operations

We generated no revenue from December 1, 2015 (inception) to March 31, 2017. As a result, we have reported a net loss of $47,557 (2016 - $7,698) for the period ended March 31, 2017.

Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenues of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

We set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our financial results and condition and that require complex management judgment.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Revenue Recognition

The company recognizes revenue under ASC 605 “Revenue Recognition.” Revenue is recognized when it is invoiced to the customer.

OUR MANAGEMENT

Executive Officers

Name	Age	Position
Kendall Bertagnole	32	President & Director
Tommy Mills	31	Secretary & Director
Juan C. Ayala	39	Treasurer & Director

Directors, Executive Officers, Promoters and Control Persons

Kendall Bertagnole President-Director – Former electrical construction service Building Information Modeling specialist. His duties included fully coordinating 3D virtual models of commercial buildings to resolve coordination interferences between different disciplines to ultimately be able to pre-fabricate electrical designs off-site saving costly rework and downtime onsite. Mr. Bertagnole was a Project Manager for Merit Electric for 3-1/2 years from September 2013 to February 2017 and before that a Project Manager for Casper Electric for 6 years from February 2007 to September 2013.

Tommy Mills Secretary -Director – Former mechanic and original conceptualizer of the ratcheting flare nut wrench. Additionally, Tommy has run his own private business of auto mechanics as a self-employed contractor providing estimates and bids on fleet maintenance plans.

Juan C. Ayala Treasurer-Director – Former Technology Evangelist in the sales organization of Autodesk Inc. During his tenure at Autodesk he directly influenced sales of software license in the amount of hundreds of thousands of different software licenses. From August 2006 until present, Juan (Jay) Ayala has worked for Autodesk, Inc. as a Technical Specialist helping various Territory Managers identify, develop and close sales opportunities

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Executive Compensation

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.

										(g)		(h)
(a) Name and Principal Position	(b) Year		(c) Salary*		(d) Bonus		(e) Stock Awards	(f) Option Awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		(i) All Other Compensation		(j) Total Compensation
Kendall Bertagnole, President & Director		2017	$	6,904		0			0		0		0		0	$	0
Tommy Mills, Secretary & Director		2017	$	0		0			0		0		0		0		0
Juan C. Ayala, Treasurer & Director		2017		0		0			0		0		0		0		0

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of June 1, 2017.

Compensation of Non-Employee Directors. We currently have only non-employee directors and no compensation was paid to non-employee directors in the period ended March 31, 2017. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.

Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC Markets, which does not require companies to maintain audit, compensation or nominating committees. The company’s shares may never be quoted on the OTC Markets on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of three members who are not considered independent.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters

The following table sets forth, as of May 1, 2017, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:

Beneficial Owner	Address	Number of Common Shares Beneficially Owned (*)		Percent of Class (**)			Number of Preferred Shares Beneficially Owned(*)		Percent of Class(**)
Tribus Innovations LLC ***	3808 N. Sullivan Rd. Building 13-D Spokane Valley, WA 99216	2,600,000		46.9		%	0		0
Juan C. Ayala	3808 N. Sullivan Rd. Building 13-D Spokane Valley, WA 99216		0		0	%		6,666,666		33.3	%
Tommy Mills	3808 N. Sullivan Rd. Building 13-D Spokane Valley, WA 99216		0		0	%		6,666,666		33.3	%
Kendall Bertagnole	3808 N. Sullivan Rd. Building 13-D Spokane Valley, WA 99216		0		0	%		6,666,666		33.3	%
Bret Baker and Jordan Baker	2207 E. Chattaroy Rd., Chattaroy, WA 99003		833,333		15.0	%		0		0
Wayne Tenny Lamoreaux and Jennifer Johnson Lamoreaux	17009 E. Daybreak Lane, Spokane Valley, WA 99016		875,000		15.8	%		0		0
All Directors and Officers as a Group (3 persons)			0		0	%		19,999,998		100	%

(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute Beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

(**) Percent of class is calculated on the basis of the number of shares outstanding on             1, 2014 (5,541,658 common and 19,999,998 Preferred).

(***) Controlled by the officers & directors of Tribus Enterprises, Inc.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of Tribus Enterprises, Inc., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.

Director Independence

Our Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its members do not meet the independence requirements.

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DESCRIPTION OF CAPITAL STOCK

	Authorized and Issued Stock Number of Shares at June 1, 2017
Title of Class	Authorized		Outstanding
Common stock, $0.001 par value per share		100,000,000		5,541,658
Class A Preferred stock, $0.001 par value per share		20,000,000		19,999,998
Class B Preferred stock, $0.001 par value		5,000,000		0

Common stock

Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.

Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.

Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.

Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.

Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.

Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.

Limitations on Stockholder Actions

Title 7 of the Washington Revised Statutes ("WRS") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Title 7 of the Washington Revised Statutes further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to Title 7 of the Washington Revised Statutes or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.

Our bylaws provide that it may indemnify its officers, directors, agents and any other persons to the fullest extent permitted by the WRS.

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SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders and the shares that may be sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management. These selling shareholders are Underwriters for this offering.

Name	Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)		Number of Shares of Common Stock Being Offered		Shares of Common Stock Beneficially Owned After the Offering (1)		Percentages Beneficially Owned After the Offering
David Alan White and Brook Lyn White		833		833		0		0
Ronald J Fowler and Guadalupe Fowler		100,000		100,000		0		0
Sally Jo Shackelford		1,250		1,250		0		0
Daniel Wilson		25,000		25,000		0		0
Brian Northey		25,000		25,000		0		0
James Dennis Zupkus, Jr. and Tommi Rae Melcher		41,666		41,666		0		0
Eric W. Johnson		10,000		10,000		0		0
Bret Baker and Jordan Baker		833,333		833,333		0		0
Cory Hatch and Kathi Hatch		25,000		25,000		0		0
David Michael Smead and Katherine Marie Smead		10,000		10,000		0		0
Candice Marie Frank		4,166		4,166		0		0
David Sibbett and Anna Sibbett		12,500		12,500		0		0
Martin Foster		1,250		1,250		0		0
Preston Peterson Bird and Chandi Jo Bird		8,333		8,333		0		0
Jeremy Scott Kato and  Selena Natalie Kato		8,333		8,333		0		0
Chris Hatch and Linda Hatch		4,166		4,166		0		0
Devin Chris Hatch and Andrea Hatch		25,000		25,000		0		0
Shari Lynne Geffon and Steve Wayne Sherwood		16,667		16,667		0		0
Chelsea Nicole Crosby		2,500		2,500		0		0
Jeffery Kendall Weiler and Tanya Sue Weiler		41,666		41,666		0		0
John David Keck and Dawn Nicole Keck		100,000		100,000		0		0
Ricky Lawayne Main and Patti Lynn Main		5,000		5,000		0		0
Jamie Dean Craig		41,666		41,666		0		0
Tyler Calvin Quong and Dominique Marie Quong		1,000		1,000		0		0
David Ross Cox		25,000		25,000		0		0
Richard Laurance Allen and Melissa Amber Mcrae Allen		20,000		20,000		0		0
Brett L. Nelson and Shannon Elaine Nelson		50,000		50,000		0		0
Wayne Teney Lamoreaux and Jennifer Johnson Lamoreaux		875,000		875,000		0		0
Ryan Walter Patrick Allen and Sarah Noel Allen		5,000		5,000		0		0
William Burl Allen and Richeena Mae Allen		22,000		22,000		0		0
James Dennis Zupkus Sr.		20,833		20,833		0		0
Robert Viens		1,000		1,000		0		0
Daniel Robert Bothmer		20,000		20,000		0		0
Daniel Richard Keck and Suzanne Terese Keck		75,000		75,000		0		0
Thomas Wright Valentine		1,000		1,000		0		0
William Alan Baier		60,000		60,000		0		0
Allan Cris Baker		1,666		1,666		0		0
Lucas Norman McPeak		1,500		1,500		0		0
Leif Yde Jr.		41,666		41,666		0		0
Pamela Marshall		1,000		1,000		0		0
Ronald Dale Link and Claude Earl Kissack		4,166		4,166		0		0
James O Walker and Debra D. Walker		40,000		40,000		0		0
Nathaniel George Cruzan and Nicole Ann Cruzan		40,000		40,000		0		0
Michael Ray Hansen and Lynn Ann Hansen		5,000		5,000		0		0
Michael George Cruzan and Mary Evelyn Cruzan		1,666		1,666		0		0
Steven Roger Kunz		4,000		4,000		0		0
Jason Thomas Quintana		36,000		36,000		0		0
Michael R. Machinski		20,833		20,833		0		0
Derek McGearty		16,666		16,666		0		0
Bonnie Marie Mills and Tommy Michael Mills		208,333		208,333		0		0
Total		2,941,658		2,941,658		0		0

⁽¹⁾ The number of shares listed in these columns include all shares beneficially owned by the selling stockholder.

23

The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of common stock subject to options or warrants, or debt convertible into common stock held by that selling stockholder that was exercisable on or within 60 days after May 1, 2017, were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated based on the 2,941,658 shares of common stock were outstanding on May 1, 2017.

PLAN OF DISTRIBUTION

By Selling Stockholders

The selling stockholders and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· to cover short sales made after the date that this Registration Statement is declared effective by the Commission;

· broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling stockholder may also sell shares under Rule 144 promulgated under the Securities Act, or another exemption from the registration requirements under the Securities Act, if available, rather than under this prospectus.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share. The company’s shares may never be quoted on the OTC Markets or listed on an exchange.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by it and, if it defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker -dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares are “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholders are an underwriter within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to the company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

24

The company has advised the selling stockholders that it may not use shares registered on this Registration Statement to cover short sales of common stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholder in connection with re-sales of their respective shares under this Registration Statement.

The company is required to pay all fees and expenses incident to the registration of the shares, but the company will not receive any proceeds from the sale of the common stock by selling stockholders. The company has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

By Our Company

We may sell the Units subject to this prospectus from time to time in any manner permitted by the Securities Act, including any one or more of the following ways:

· directly to investors;

· to investors through agents;

· to dealers; and/or

· through one or more underwriters.

Any underwritten offering may be on a best efforts or a firm commitment basis. We may also make direct sales through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the shares of common stock may be entitled to indemnification by us against some liabilities, including liabilities under the Securities Act, or contribution from us to payments which the underwriters, dealers or agents may be required to make. Underwriters, dealers and agents may engage in transactions with us or perform services for us from time to time in the ordinary course of business.

The distribution of the Units may be effected from time to time in one or more transactions:

· at a fixed price or prices.

Shares sold as part of the Units sold pursuant to the registration statement of which this prospectus is a part may not be listed or traded on any exchange or automated quotations system, but may be listed on the OTC Markets. The company’s shares may never be quoted on the OTC Markets or listed on an exchange. In the sale of the shares, underwriters or agents may receive compensation from us or from purchasers of the shares, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the shares to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities will be underwriters under the Securities Act of 1933, and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act.

Each time we sell Units, we will describe the method of distribution of the Units in the prospectus supplement relating to such transaction. The applicable prospectus supplement will, where applicable:

· identify any such underwriter or agent;

· describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent and in the aggregate to all underwriters and agents;

· identify the amounts underwritten; and

· identify the nature of the underwriter’s obligation to take the shares.

If underwriters are utilized in the sale of the securities, the Units may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of the sale. We may offer the shares to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriters are utilized in the sale of the securities, unless otherwise stated in the applicable prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters with respect to a sale of the shares will be obligated to purchase all of the shares offered if any are purchased.

25

Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities, such as over allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over allotment involves sales in excess of the offering size which create a short position. Stabilizing transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. The underwriters may also impose a penalty bid, under which selling concessions allowed to syndicate members or other broker-dealers for securities sold in the offering for their account may be reclaimed by the syndicate if the securities are repurchased by the syndicate in stabilizing or covering transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage re-sales of the security before the distribution is completed.

We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

Underwriters, dealers and agents may engage in transactions with us or perform services for us in the ordinary course of business.

If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase shares from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate principal amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the shares shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the shares are being sold to underwriters, we shall have sold to the underwriters the total principal amount of the shares less the principal amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

To comply with applicable state securities laws, the shares offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, shares may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

How to Invest:

Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to us, the following:

1) an executed copy of the Subscription Agreement, available from the company; and

2) a check payable to the order of Tribus Enterprises, Inc. in the amount of $0.25 for each share you want to purchase.

OTC Markets Considerations

We intend to apply to have our stock traded on the OTC Markets. The company’s shares may never be quoted on the OTC Markets or listed on an exchange. The OTC Markets is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Markets is that the issuer be current in its reporting requirements with the SEC.

26

Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the Markets service. For Markets securities, there only has to be one market maker. Markets transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the Markets, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because OTC Markets board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Title 7 of the WRS provides that directors and officers of Washington corporations may, under certain circumstances, be indemnified against expenses (including attorneys‘ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. WRS also provides that directors and officers may also be indemnified against expenses (including attorney’s fees) incurred by them in connection with a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL OPINION

The validity of the shares offered hereby has been passed upon for us by Elaine A. Dowling, Esq. of EAD Law Group, LLC 6671 S. Las Vegas Blvd, Building D, Suite 210, Las Vegas, NV 89119. (702) 671-6769. Email: eadlawgroup@gmail.com.

EXPERTS

The consolidated financial statements included in this prospectus for the year ended March 31, 2017 and the period from December 1, 2015 (Inception) to March 31, 2016 have been audited by Dale Matheson Carr-Hilton Labonte LLP Chartered Professional Accountants an independent registered public accounting firm to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No experts or counsel to the company have any shares or other interests in Tribus Enterprises, Inc.

LEGAL PROCEEDINGS

The issuer is not party to any pending material legal proceedings.

27

ADDITIONAL INFORMATION

We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.

28

TRIBUS ENTERPRISES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017 and 2016

Report of Independent Registered Accounting Firm	F-1
Consolidated Balance Sheets as of March 31, 2017 and 2016	F-2
Consolidated Statements of Operations for the year ended March 31, 2017 and the period from December 1, 2015 (inception) to March 31, 2016	F-3
Consolidated Statement of Changes in Stockholders' Equity for the year ended March 31, 2017 and the period from December 1, 2015 (inception) to March 31, 2016	F-4
Consolidated Statements of Cash Flows for the year ended March 31, 2017 and the period from December 1, 2015 (inception) to March 31, 2016	F-5
Notes to Consolidated Financial Statements	F-6 - F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Director of Tribus Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Tribus Enterprises, Inc. (the “Company”) as of March 31, 2017 and 2016 and the related consolidated statements of operations, cash flows and stockholders’ equity for the year ended March 31, 2017 and the period from December 1, 2015 (Inception) to March 31, 2016.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of Tribus Enterprises, Inc. as of March 31, 2017 and 2016 and the results of its operations and its cash flows for the year ended March 31, 2017 and the period from December 1, 2015 (Inception) to March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dale Matheson

DALE MATHESON CARR-HILTON LABONTE

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

June 12, 2017

F-1

TRIBUS ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,
	2017			2016
ASSETS
Current assets
Cash	$	298,942		$	2,230
Prepaid expenses		2,992			-
Total current assets		301,934			2,230
Deposits		2,240			-
Equipment, net of accumulated depreciation of $374		7,760			-
Total assets	$	311,934		$	2,230
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,244		$	5,688
Total current liabilities		3,244			5,688
Stockholders' equity
Series A convertible preferred stock, $0.001 par; 20,000,000 authorized; 19,999,998 and 0 issued and outstanding at March 31, 2017 and 2016		20,000			-
Series B preferred stock, $0.001 par; 5,000,000 authorized; none issued or outstanding		-			-
Common stock, $0.001 par value; 100,000,000 authorized 5,541,658 and 0 issued and outstanding at March 31, 2017 and 2016		5,542			-
Additional paid in capital		338,403			4,240
Accumulated deficit		(55,255	)		(7,698	)
Total stockholders' equity		308,690			(3,458	)
Total liabilities and stockholders' equity	$	311,934		$	2,230

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

F-2

TRIBUS ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended March 31, 2017			Period from December 1, 2015 (Inception) to March 31, 2016
Operating expenses
Employee costs	$	7,863		$	-
Professional fees		25,285			7,688
General and administrative		9,035			10
Research and development		5,000			-
Depreciation expense		374			-
Total operating expenses		47,557			7,698
Net and comprehensive loss	$	(47,557	)	$	(7,698	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		5,541,325			-

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

F-3

TRIBUS ENTERPRISES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

	Series A Convertible Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid In			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 1, 2015		-	$	-		-	$	-		-	$	-	$	-		$	-		$	-
Cash contributions		-		-		-		-		-		-		4,240			-			4,240
Net loss for the period		-		-		-		-		-		-		-			(7,698	)		(7,698	)
Balance, March 31, 2016		-		-		-		-		-		-		4,240			(7,698	)		(3,458	)
Shares issued in recapitalization		19,999,998		20,000		-		-		2,600,000		2,600		(22,600	)		-			-
Cash contributions		-		-		-		-		-		-		6,945			-			6,945
Common stock issued for cash		-		-		-		-		2,941,658		2,942		349,818			-			352,760
Net loss for the year		-		-		-		-		-		-		-			(47,557	)		(47,557	)
Balance, March 31, 2017		19,999,998	$	20,000		-	$	-		5,541,658	$	5,542	$	338,403		$	(55,255	)	$	308,690

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

F-4

TRIBUS ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended March 31, 2017			Period from December 1, 2015 (Inception) to March 31, 2016
Cash flows from operating activities
Net loss	$	(47,557	)	$	(7,698	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		374			-
Changes in operating assets and liabilities:
Prepaid expenses		(2,992	)		-
Deposits		(2,240	)		-
Accounts payable and accrued liabilities		(2,444	)		5,688
Net cash used in operating activities		(54,859	)		(2,010	)
Cash flows from investing activities
Purchase of equipment		(8,134	)		-
Net cash used in investing activities		(8,134	)		-
Cash flows from financing activities
Cash contributions by related parties		6,945			4,240
Proceeds from sale of common stock		352,760			-
Net cash provided by financing activities		359,705			4,240
Cash, beginning of period		2,230			-
Net change in cash		296,712			2,230
Cash, end of period	$	298,942		$	2,230
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

F-5

TRIBUS ENTERPRISES, INC.

Notes to Consolidated Financial Statements

March 31, 2017 and 2016

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION

The Company was incorporated in the State of Washington on March 29, 2017 for the purpose of developing, designing, manufacturing and distributing hand tools. Upon incorporation, the Company entered into a share exchange agreement with Tribus Innovations, LLC (“Tribus Innovations”) and acquired all of the outstanding ownership interests of Tribus Innovations. Tribus Innovations was formed on December 1, 2015. The transaction was accounted for as a reverse merger and these financial statements present the historical financial information of Tribus Innovations from its inception and include the financial information of the Company from the completion of the share exchange agreement on March 29, 2017. The Company has not yet realized revenues from its planned business activities.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.  

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.  

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

A summary of significant accounting policies of Tribus Enterprises, Inc. (the Company) is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Tribus Innovations. All intercompany balances and transactions are eliminated on consolidation.

F-6

TRIBUS ENTERPRISES, INC.

Notes to Consolidated Financial Statements

March 31, 2017 and 2016

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

The Company has no operations outside of those organizational in nature to date. The Company has not yet recognized revenues from its planned business activities.

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

F-7

TRIBUS ENTERPRISES, INC.

Notes to Consolidate Financial Statements

March 31, 2017 and 2016

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss per Share

The Company’s basic loss per share are calculated by dividing its net loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive loss per share is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update 2016-02 ("ASU 2016-02"), Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its results of operations or financial condition.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

NOTE 4 – INCOME TAXES

A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision for the periods ended March 31, 2017 and 2016 is as follows:

	March 31, 2017			March 31, 2016
Net loss for the year before income taxes	$	(47,557	)	$	(7,698	)
Statutory tax rate		35	%		35	%
Expected income tax recovery		(16,645	)		(2,694	)
Losses of Tribus Innovations not carried forward		16,645			2,694
Income tax expense	$	-		$	-

F-8

TRIBUS ENTERPRISES, INC.

Notes to Consolidate Financial Statements

March 31, 2017 and 2016

NOTE 5 – CAPITAL STOCK

Authorized

The Company is authorized to issue up to 20,000,000 shares of $0.001 par value Series A Preferred Stock, 5,000,000 shares of $0.001 par value Series B Preferred Stock and 100,000,000 shares of $0.001 par value Common Stock.

The holders of the Series A Preferred Stock are entitled to 10 votes for each share held. Each share of Series A Preferred Stock is convertible into 10 shares of Common Stock at the discretion of the Company’s directors. In the event that there is a change of control transaction, each share of Series A Preferred Stock is convertible into 4 shares of Common Stock at the option of the holder. The holders of the Series A Preferred Stock are entitled to participate in dividends. Dividends are non-cumulative and are at the discretion of the Company’s directors.

Issued

At inception on March 29, 2017, the Company issued 19,999,998 Series A Preferred Shares. A further 2,600,000 shares of Common Stock were also issued to the owners of Tribus Innovations pursuant to the share exchange agreement (Note 1). The issuances of these shares of Common Stock and Preferred Stock were accounted for as a recapitalization transaction reflecting the reverse merger of the Company by Tribus Innovations.

On March 31, 2017, the Company issued 2,941,658 shares of common stock for cash proceeds of $352,760.

NOTE 6 – OPERATING LEASE COMMITMENT

The Company is committed to making the following payments for the rent of a warehouse pursuant to a lease agreement entered into on March 23, 2017 and amended on May 10, 2017:

Year ending March 31,
2018	$	35,840
2019	$	47,334
2020	$	48,757
2021	$	50,207
2022	$	51,725
2023	$	4,321

The lease term commences on May 1, 2017 and terminates on April 30, 2022.

NOTE 7 – RELATED PARTY BALANCES

Included in accrued liabilities is $1,154 due to a director and officer of the Company for an accrual of salary. This amount is unsecured, does not bear interest and is due on demand.

F-9

Dealer Prospectus Delivery Obligation

Until ___________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).

SEC Registration	$	311
Legal Fees and Expenses		5,000
Accounting Fees*		5,000
Miscellaneous*		200
Total	$	10,503

* Estimated

The Issuer will pay all fees and expenses associated with this offering with the Selling Shareholders paying none of the expenses.

Item 14. Indemnification of Directors and Officers

Our bylaws contain provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language as Title 7 of the WRS. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify its officers, directors, employees and agents, subject to the limitations provided in WRS, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.

II-1

Item 15. Recent Sales of Unregistered Securities

Between January 2, 2017 and March 29, 2017, we sold a total of 2,941,658 common shares to fifty investors in pre incorporation subscriptions. The issuances of the shares to the investors were exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D. The shares bear a restrictive transfer legend. This transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers, and (c) relied on a detailed disclosure document to communicate to the investors all material facts about the issuer including an audited balance sheet and reviewed statements of income, changes in stockholders' equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

Name	Number of Shares of Common Stock
David Alan White and Brook Lyn White		833
Ronald J Fowler and Guadalupe Fowler		100,000
Sally Jo Shackelford		1,250
Daniel Wilson		25,000
Brian Northey		25,000
James Dennis Zupkus, Jr. and Tommi Rae Melcher		41,666
Eric W. Johnson		10,000
Bret Baker and Jordan Baker		833,333
Cory Hatch and Katti Hatch		25,000
David Michael Smead and Katherine Marie Smead		10,000
Candice Marie Frank		4,166
David Sibbett and Anna Sibbett		12,500
Martin Foster		1,250
Preston Peterson Bird and Chandi Jo Bird		8,333
Jeremy Scott Kato and  Selena Natalie Kato		8,333
Chris Hatch and Linda Hatch		4,166
Devin Chris Hatch and Andrea Hatch		25,000
Shari Lynne Geffon and Steve Wayne Sherwood		16,667
Chelsea Nicole Crosby		2,500
Jeffery Kendall Weiler and Tanya Sue Weiler		41,666
John David Keck and Dawn Nicole Keck		100,000
Ricky Lawayne Main and Patti Lynn Main		5,000
Jamie Dean Craig		41,666
Tyler Calvin Quong and Dominique Marie Quong		1,000
David Ross Cox		25,000
Richard Laurance Allen and Melissa Amber Mcrae Allen		20,000
Brett L. Nelson and Shannon Elaine Nelson		50,000
Wayne Teney Lamoreaux and Jennifer Johnson Lamoreaux		875,000
Ryan Walter Patrick Allen and Sarah Noel Allen		5,000
William Burl Allen and Richeena Mae Allen		22,000
James Dennis Zupkus Sr.		20,833
Robert Viens		1,000
Daniel Robert Bothmer		20,000
Daniel Richard Keck and Suzanne Terese Keck		75,000
Thomas Wright Valentine		1,000
William Alan Baier		60,000
Allan Cris Baker		1,666
Lucas Norman McPeak		1,500
Leif Yde Jr.		41,666
Pamela Marshall		1,000
Ronald Dale Link and Claude Earl Kissack		4,166
James O Walker and Debra D. Walker		40,000
Nathaniel George Cruzan and Nicole Ann Cruzan		40,000
Michael Ray Hansen and Lynn Ann Hansen		5,000
Michael George Cruzan and Mary Evelyn Cruzan		1,666
Steven Roger Kunz		4,000
Jason Thomas Quintana		36,000
Michael R. Machinski		20,833
Derek McGearty		16,666
Tommy Michael Mills and Bonnie Marie Mills		208,333
Tribus Innovations, LLC		2,600,000

II-2

Item 16. Exhibits

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation of Tribus Enterprises, Inc. dated March 29, 2017
3.2	Bylaws
5.1	Opinion of Elaine A. Dowling, Esq.
10.7	Subscription Agreement.
23.1	Dale Matheson Carr-Hilton Labonte LLP Chartered Professional Accountants
99.1	Exchange Agreement
99.2	Organisation Articles LLC

Item 17. Undertakings

The undersigned hereby undertakes:

(1)          to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) include any additional or changed material information on the plan of distribution.

(2)          that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)          to file a post-effective amendment to remove from registration any of the securities that remain unsold at the

end of the offering.

(4)          that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser

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(5)          Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Spokane Valley, WA on June 12, 2017.

Tribus Enterprises, Inc.
By:	/s/ Kendall Bertagnole
Kendall Bertagnole, President, Director
Principal Executive Officer
By:	/s/ Tommy Mills
Tommy Mills, Secretary, Director
By:	/s/ Juan C. Ayala
Juan C. Ayala, Treasurer, Director,
Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on June 12, 2017.

Tribus Enterprises, Inc.
By:	/s/ Kendall Bertagnole
Kendall Bertagnole, President, Director
Principal Executive Officer
By:	/s/ Tommy Mills
Tommy Mills, Secretary, Director
By:	/s/ Juan C. Ayala
Juan C. Ayala, Treasurer, Director,
Principal Financial and Accounting Officer

II-4

EX-3.1

Exhibit 3.1

 

ARTICLES OF INCORPORATION

 OF

 TRIBUS ENTERPRISES, INC.

1.	Name of Company:
		Tribus Enterprises, Inc.

2.	Resident Agent:
	The resident agent of the Company is:	Kendall Bertagnole
		1307 S. Drummond Rd.
		Spokane Valley, WA 99016

3. Authorized Shares:

The aggregate number of shares which the corporation shall have authority to issue shall consist of 100,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock, each having a $0.001 par value. The Common Stock and Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common Stock and Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Common Stock and Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

Of the 25,000,000 authorized shares of Preferred Stock, 20,000,000 are designated “Series A Preferred Stock.” These shares shall have the following preferences, limitations and relative rights:

(i)            Dividends: The holders of shares of the Series A Preferred Stock shall be entitled to participate in dividends and no such dividend shall be paid, or cumulate, with respect to the Series A Preferred Stock until such time as determined solely in the reasonable discretion of the Board of Directors.

(ii)           No Liquidation Preference: In the event of any liquidation, dissolution, or winding up of this corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive distribution by reason of their ownership thereof.

(iii) Conversion:

(A)        Conversion Rights. The Board of Directors of the corporation, using its reasonable discretion, shall determine, either quarterly or annually at its discretion, the mechanism for conversion and shall promptly give notice (the “Notice”) to the then current holders of the Series A Preferred Stock. Each such notice shall be dated by the Board of Directors as of the date it is actually sent to the holders of the Series A Preferred Stock. Each share of Series A Preferred Stock may be converted into ten (10) shares of Common Stock as fully paid and non-assessable Common Stock.

In the event of any conversion of Series A Preferred Stock under this subsection, the converting holder shall be entitled to receive any dividends which may have been declared but have not been paid with respect to the shares of Series A Preferred Stock so converted.

(B)        Voluntary Conversion Upon Change in Control. In the event that the Board of Directors or the shareholders of the corporation approves any transaction that will result in a change in control of the corporation (as herein defined), the Board of Directors shall provide each of the holders of the Series A Preferred Stock with at least thirty (30) days advance written notice of the consummation of such transaction. Such notice shall contain all reasonably material information required for a Series A Preferred Stock holder to make an assessment of the merits of the proposed transaction and the advisability of converting. During the period preceding the consummation of the transaction, each holder of Series A Preferred Stock shall be entitled to notify the corporation in writing that the holder desires to convert all or any specified portion of the holder's shares of the Series A Preferred Stock into fully paid and non-assessable shares of Common Stock on the basis of four shares of Common Stock for each share of Series A Preferred Stock so converted with such conversion being effective the day of the consummation of the applicable change in control such that the converting Series A Preferred Stock holders shall be treated as a Common Stock holder for the purposes of the transaction. For purposes hereof, a “change in control” shall be deemed to occur if such is declared by the Board (employing reasonable discretion if the Board determines to so declare) or a friendly or hostile takeover offer is made or persons, acting in concert or owning directly or indirectly, acquire more than twenty percent (20%) of the voting control of the corporation (or sufficient to elect the board) without the consent of a majority of the Series A Preferred Stock holders.

(C)           Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to receive a certificate(s) for shares of Common Stock representing the Series A Preferred Stock converted, such holder shall surrender the certificate(s) representing the Series A Preferred Stock so converted, duly endorsed, at the principal corporate office of this corporation (or as otherwise directed in any notice), and shall give written notice of the name(s) in which the certificate(s) for shares of Common Stock are to be issued. The corporation shall, promptly thereafter, issue and deliver to such holder of Series A Preferred Stock, or to the nominee(s) of such holder, a certificate(s) for the number of shares of Common Stock to which the holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made on the date of the applicable Notice or as of the date of the consummation of the applicable change in control transaction, and the person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of such date.

(D)           Adjustment. In the event that the number or kind of shares of Common Stock outstanding is changed by reason of stock dividend, stock split, recapitalization, merger or reorganization,the conversion ratio and/or the securities to be received upon conversion set forth in above shall be appropriately adjusted by the Board of Directors.

(E)           No Fractional Shares. No fractional shares of Series A Preferred Stock shall be convertible and no fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares of Common Stock which would otherwise be issuable upon conversion, the corporation shall pay t the holder cash equal to the product of such fraction multiplied by the then current fair market value of one share of Common Stock, computed to the nearest whole cent. The then current fair market value of such shares shall be determined in good faith by the Board of Directors with reference to the public trading price, if any, of such Common Stock.

(F)           Reservation of Stock Issuable Upon Conversion. This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Common Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock are insufficient to effect the conversion of all outstanding shares of Series A Preferred Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes,including the corporation's using its best efforts to obtain the approval of the shareholders to such increase,if required.

(G)        Notices. Any notices by the provisions of this section to be given to the corporation or to the holders of shares of Series A Preferred Stock shall be deemed given if deposited in the United States or Canadian mail, postage prepaid, and addressed to the corporation or to the holder of record at his address on the books of the corporation.

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(H)         Taxes. The holders of record of the Series A Preferred Stock shall pay any and all documentary, stamp, or other transactional taxes attributable to the issuance and delivery of shares of Common Stock or this corporation upon conversion of any shares of the Series A Preferred Stock.

(I)         Voting Rights. Each shareholder of Series A Preferred Stock of record shall have ten (10) votes for each share of Series A Preferred Stock standing in his name in the books of the corporation. Cumulative voting shall not be permitted in the election of directors or otherwise.

Of the 25,000,000 authorized shares of Preferred Stock, 5,000,000 are designated “Series B Preferred Stock.” These shares shall have the preferences, limitations, conversion, voting and any relative rights as determined by the Board of Directors at the time of issuance of each share of Series B Preferred Stock.

4. Board of Directors:

The Company shall initially have three (3) directors who shall be Kendall Bertagnole, Tommy Mills and Jay Ayala whose address is 1307 S. Drummond Rd., Spokane Valley, WA 99016. These individuals shall serve as director until successor or successors have been elected and qualified. The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.

5. Preemptive Rights and Assessment of Shares:

Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

The Common Stock and Preferred Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.

6. Directors’ and Officers’ Liability

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

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7. Indemnity

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer

8. Amendments

Subject at all times to the express provisions of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws, and all rights conferred upon shareholders are granted subject to this reservation.

9. Power of Directors

In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:

(a)   Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation;

(b)   To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;

(c)   To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;

(d)   To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

(e)   By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

4

All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.

IN WITNESS WHEREOF, I hereunder set my hand this 29^th day of March, 2017, hereby declaring and certifying that the facts stated hereinabove are true.

By:	/s/Kendall Bertagnole
	Kendall Bertagnole as President.
	Tribus Enterprises, Inc.

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

TRIBUS ENTERPRISES, INC.

ARTICLE I - OFFICES

The principal offices of the Corporation shall be located at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216, and the office address may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 1 - ANNUAL MEETINGS:

The annual meeting of the stockholders of the corporation shall be held within six (6) months after the close of the fiscal year of the Corporation, which is established as the 31st of December of each year, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.

SECTION 2 - SPECIAL MEETINGS:

Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.

SECTION 3 - PLACE OF MEETINGS:

All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

SECTION 4 - NOTICE OF MEETINGS:

(a)   Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and the place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such stockholder at the address as it appears on the transfer agency records or the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

Tribus Enterprises, Inc., By-laws - 1

(b)         Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.

SECTION 5 - QUORUM:

(a)         Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles, and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation", at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record 51% of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b)         Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business maybe transacted at the meeting as originally called if a quorum had been present.

SECTION 6 - VOTING:

(a)         Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.

(b)         Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c)         Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attorney-in-fact thereunto duly authorized in writing. No Proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.

(d)         Any action, except election of directors, which may be taken by a vote of stockholders at a meeting, may be taken without a meeting if authorized by a written consent of shareholders holding at least a majority of the voting power; provided that if a greater proportion of voting power is required by such action at a meeting, then such greater proportion of written consent shall be required.

ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:

(a)         The number of the directors of the corporation shall not be less than 1 nor more than 9 unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three (3), unless all of the outstanding shares of stock are owned beneficially and of record by less than three (3) stockholders, in which event the number of' directors shall not be less than the number of stockholders or the minimum permitted by statute.

Tribus Enterprises, Inc., By-laws - 2

(b)         Except as may be otherwise provided herein or in the Articles of Incorporation by way of cumulative voting rights the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.

(c)          Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified; or until his prior death, resignation or removal.

SECTION 2 - DUTIES AND POWERS:

The Board of Directors shall be responsible for the control and management of the affairs, property .and interests of' the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the stockholders.

SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:

(a)         The regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders at the place of such annual meeting of stockholders.

(b)         The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c)         Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such change was made within the time limit, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph(c) of such Section 4.

SECTION 4 - SPECIAL MEETING; NOTICE:

(a)         Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b)         Except as otherwise required by statute, notices of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c)         Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Tribus Enterprises, Inc., By-laws - 3

SECTION 5 - CHAIRMAN:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Vice Chairman shall preside, and in his absence, a Chairman chosen by the directors shall preside.

SECTION 6 - QUORUM AND ADJOURNMENTS:

(a)         At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.    

(b)         A majority of the directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

SECTION 7 - MANNER OF ACTING:

(a)         At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b)         Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

(c)         Unless otherwise required by amendment to the Articles of Incorporation or by statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or Committee. Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.

(d)         Unless otherwise prohibited by Amendments to the Articles of Incorporation or by statute members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Such participation is constituted presence of all of the participating persons at such meeting, and each person participating in the meeting shall sign the minutes thereof, which may be signed in counterparts.

SECTION 8 - VACANCIES:

Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless the vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Tribus Enterprises, Inc., By-laws - 4

SECTION 9 - RESIGNATION:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective;

SECTION 10 - REMOVAL:

Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the board.

SECTION 11 - SALARY:

No stated salary shall be paid to directors, as such for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 12 - CONTRACTS:

(a)          No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.

(b)         Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of' such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transactions which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

SECTION 13 - COMMITTEES:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

Tribus Enterprises, Inc., By-laws - 5

ARTICLE IV - OFFICERS

SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:

(a) The officers of the Corporation shall consist of a President, a Treasurer and a Secretary, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman or Vice Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified or until his death, resignation or removal.

SECTION 2 - RESIGNATION:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3 - REMOVAL:

Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.

SECTION 4 - VACANCIES:

A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

SECTION 5 - DUTIES OF OFFICERS:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

SECTION 6 - SURETIES AND BONDS:

In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Tribus Enterprises, Inc., By-laws - 6

SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:

Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power; of the Corporation as such stockholder (including the attendance, acting and voting at stockholders= meetings an' execution of waivers consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK:

(a) The certificates representing shares of the Corporation's stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. The certificates shall bear the following: the Corporate Seal, the holder=s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.

(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

SECTION. 2 - LOST OR DESTROYED CERTIFICATES:

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.

SECTION 3 - TRANSFER OF SHARES:

(a) Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.

Tribus Enterprises, Inc., By-laws - 7

(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

SECTION 4 - RECORD DATE:

In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the-record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of, or to vote at,. a meeting of stockholders shall be at the close of business on the day next preceding the day on which the notice is given, or if no notice is given, the day preceding the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of, or to vote at, any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amount, and at such time or times as the Board of Directors may determine

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be January 1 to December 31, and may be changed by the Board of Directors from time to time subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.

Tribus Enterprises, Inc., By-laws - 8

(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

ARTICLE X - AMENDMENTS

SECTION 1 - BY STOCKHOLDERS:

All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of stockholders holding of record, in the aggregate, at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice -or-waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

SECTION 2 - BY DIRECTORS:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the stockholders. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.

CERTIFICATE OF THE PRESIDENT

This is to certify that I am the duly elected, qualified and acting President of:

TRIBUS ENTERPRISES, INC.

and that the foregoing By-laws constituting a true and original copy were duly adopted as the by-laws of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand, this 4^th day of April, 2017.

Kendall Bertagnole, President

Tribus Enterprises, Inc., By-laws - 9

EX-5.1

Exhibit 5.1

EAD LAW GROUP, LLC

June 12, 2017

Board of Directors

Tribus Enterprises, Inc.

3808 N. Sullivan Rd. Building 13-D

Spokane Valley, WA 99216

Re:	Registration Statement on Form S-1 for Tribus Enterprises, Inc.,
	a Washington Corporation (the "Company")

Dear Ladies and Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 8,000,000 shares for public sale of the Company's common stock, $.001 par value, to be sold by the issuer at $0.25 per share and 2,941,658 common shares par value $0.001 to be sold by selling shareholders at $0.25 per share.

In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:

i. The Certificate of Incorporation of the Company;

ii. The Registration Statement and the Exhibits thereto; and

iii. Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.

In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.

_6671 S. Las Vegas Blvd, Building D, Suite 210

Las Vegas, NV 89119

(702) 761-6769

Email:  eadlawgroup@gmail.com

Re: Tribus

June 12, 2017

Page 2

Based on the foregoing, I am of the opinion that the shares to be sold by the issuer will upon the effectiveness of the registration and the issuance of the shares be duly and validly issued, duly authorized and fully paid and non-assessable and that the shares held by the selling shareholders are duly and validly issued, duly authorized and fully paid and non-assessable.

This opinion is limited to the laws of the State of Washington and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel " in the prospectus comprising part of the Registration Statement.

Sincerely yours,

EAD Law Group, LLC

Elaine Dowling, Esq.

EX-10.7

EXHIBIT 10.7: Subscription Agreement

Tribus Enterprises, Inc.

Subscription Agreement

1. Investment:

The undersigned (“Buyer”) subscribes for ____________ shares of Tribus Enterprises, Inc. $0.25 per Share.

Total subscription price ($0.25 times number of Shares): = $_____________________.

PLEASE MAKE CHECKS PAYABLE TO: Tribus Enterprises, Inc.

2. Investor information:

Name (type or print)		SSN/EIN/Taxpayer I.D.
E-Mail address:
			Address
Joint Name (type or print)		SSN/EIN/Taxpayer I.D
E-Mail address:
			Address (If different from above)
Mailing Address (if different from above):
		Street			City/State	Zip
Business Phone:	( )		Home Phone:	( )

3. Type of ownership: (You must check one box)

¨	Individual	¨	Custodian for
¨	Tenants in Common	¨	Uniform Gifts to Minors Act of the State of: __________
¨	Joint Tenants with rights of Survivorship	¨	Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
¨	Partnership (Limited Partnerships use “Corporation”)
¨	Trust
¨	Community Property	¨	Other (please explain)

1

4. Further Representations, Warrants and Covenants. Buyer hereby represents warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

5. Acceptance of Subscription.

(a) It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

6. Governing Law.

(a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Washington without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

	INVESTOR SUBSCRIPTION ACCEPTED AS OF
		_________ day of	,
Signature of Buyer
Printed Name	Tribus Enterprisers, Inc.
Date	By:
	President

Deliver completed subscription agreements and checks to:

Tribus Enterprises, Inc.

3808 N. Sullivan Rd. Building 13-D

Spokane Valley, WA 99216

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated June 12, 2017 relating to the consolidated financial statements of Tribus Enterprises Inc. appearing in the Prospectus which is part of this Registration Statement and to the reference to our firm under the caption "Experts" in such Prospectus.

“/S/ DMCL”

Dale Matheson Carr-Hilton LaBonte LLP

Chartered Professional Accountants

Vancouver, Canada

June 12, 2017

EX-99.1

Exhibit 99.1

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) made this 29^th day of March, 2017 by and among, Tribus Enterprises, Inc., a Washington corporation, with offices located at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216 (“TEI”) and Tribus Innovations, LLC, a Washington limited liability corporation, with offices located at 3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216, (“INNO” or “the Company”) on behalf of its shareholders, both parties hereinafter referred to as the “Parties.”

BACKGROUND:

A.           The Boards of Directors of TEI and INNO have determined that an acquisition of 100% of the outstanding membership interests INNO by TEI through an exchange upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of TEI and INNO’s interest holders, and the Boards of Directors of TEI and INNO have approved such Exchange, pursuant to which all of the right, title and interest in and to 100% of the membership interests in INNO (the “Shares”) will be exchanged for 2,600,000 shares of common stock and 19,999,998 shares of Preferred Class A Stock of TEI (the “Exchange Shares”).

B.           TEI and INNO desire to make certain representations, warranties, covenants and agreements in connection with the Exchange and also to prescribe various conditions to the Exchange.

C.           For federal income tax purposes, the Parties intend that the Exchange shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

Article I
THE EXCHANGE

1.01        Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Washington Revised Statutes (“Washington Statutes”), at the Closing (as hereinafter defined), the Parties shall do the following:

(a)          The interest holders of INNO will sell, convey, assign, and transfer the membership interests to TEI by delivering to TEI executed and transferable certificates. The membership interests transferred to TEI at the Closing shall constitute 100% of all issued and outstanding membership interests in the Company.

(b)          As consideration for its acquisition of the membership interests, TEI shall issue the Exchange Shares to INNO by delivering a share certificate to INNO evidencing the Exchange Shares (the “Exchange Shares Certificate”).

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(c)          For federal income tax purposes, the Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the Parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any Tax filing or legal proceeding inconsistent therewith. The Parties to this Agreement hereby adopt this Agreement as a “Plan of Reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of TEI or INNO has taken or failed to take, and after the Effective Time (as defined below), TEI shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

1.02        Effect of the Exchange. The Exchange shall have the effects set forth in the applicable provisions of the Washington Statutes.

1.03        Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VI and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Exchange (the “Closing”) will take place at 10:00 a.m. U.S. Pacific Standard Time on the business day upon satisfaction of the conditions set forth in Article V (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article V) (the “Closing Date”), at the offices of EAD Law Group, LLC, unless another date, time or place is agreed to in writing by the Parties hereto.

1.04        Effective Time of Exchange. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article V, the Parties shall make all filings or recordings required under Washington Statutes. The Exchange shall become effective at such time as is permissible in accordance with Washington Statutes (the time the Exchange becomes effective being the “Effective Time”). TEI and the Company shall use reasonable efforts to have the Closing Date and the Effective Time to be the same day.

Article II

REPRESENTATIONS AND WARRANTIES

2.01        Representations and Warranties of the Company. Except as set forth in the disclosure schedule delivered by the INNO to TEI at the time of execution of this Agreement (the “Company Disclosure Schedule”), the Company represents and warrants to TEI as follows:

(a)          Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Washington and has the requisite power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 8.02).

(b)          Subsidiaries. The Company does not own directly or indirectly, any equity or other shares in any company, corporation, partnership, joint venture or otherwise.

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(c)          Membership Interests. The Membership Interests represent 100% of the issued and outstanding shares of the Company. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company. There are no rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the Company or obligating the Company to issue, grant, extend or enter into any such right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of the shares of the Company.

(d)          Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

(e)          Governmental Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any United States court, administrative agency or commission, or other federal, state or local government or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act of 1933, as amended (the “Securities Act”) or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

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(f)          Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:

(i)          material adverse change with respect to the Company;

(ii)         event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of TEI;

(iii)        condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;

(iv)        incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to TEI in writing;

(v)         creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;

(vi)        transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;

(vii)       labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;

(viii)      payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;

(ix)         write-offs or write-downs of any assets of the Company;

(x)          creation, termination or amendment of, or waiver of any right under, any material contract of the Company;

(xi)         damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;

(xii)        other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or

(xiii)       agreement or commitment to do any of the foregoing.

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(g)          Certain Fees. Except as set forth on Schedule 2.01(h), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(h)          Litigation; Labor Matters; Compliance with Laws.

(i)          There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

(ii)         The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company.

(iii)        The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(i)          Benefit Plans. The Company is not a party to any Benefit Plan under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company. As used herein, “Benefit Plan” shall mean any employee benefit plan, program, or arrangement of any kind, including any defined benefit or defined contribution plan, ownership plan with respect to any membership interest, executive compensation program or arrangement, bonus plan, incentive compensation plan or arrangement, profit sharing plan or arrangement, deferred compensation plan, agreement or arrangement, supplemental retirement plan or arrangement, vacation pay, sickness, disability, or death benefit plan (whether provided through insurance, on a funded or unfunded basis, or otherwise), medical or life insurance plan providing benefits to employees, retirees, or former employees or any of their dependents, survivors, or beneficiaries, severance pay, termination, salary continuation, or employee assistance plan.

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(j)          Tax Returns and Tax Payments.

(i)          The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

(ii)         No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(iii)        As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

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(k)          Environmental Matters. The Company is in compliance with all Environmental Laws in all material respects. The Company has not received any written notice regarding any violation of any Environmental Laws, including any investigatory, remedial or corrective obligations. The Company holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on the Company. The Company is in compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by the Company or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to the Company. The Company has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to the Company. The Company has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on the Company. There are no past, pending or threatened claims under Environmental Laws against the Company and Company is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against the Company pursuant to Environmental Laws. “Environmental Laws” means all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws. “Hazardous Material” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics, which in any event is regulated under any Environmental Law.

(l)          Material Contract Defaults. The Company is not, or has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which the Company is a party (i) with expected receipts or expenditures in excess of $50,000, (ii) requiring the Company to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $50,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Company in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Company or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(m)          Accounts Receivable. All of the accounts receivable of the Company that are reflected on the Company Financial Statements or the accounting records of the Company as of the Closing (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for which adequate reserves have been established. The Accounts Receivable are fully collectible to the extent not reserved for on the balance sheet on which they are shown.

(n)          Properties. The Company has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by the Company is held by it under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

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(o)          Intellectual Property.

(i)          As used in this Agreement, the term “Trademarks” means trademarks, service marks, trade names, internet domain names, designs, slogans, and general intangibles of like nature; the term “Trade Secrets” means technology; trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; the term “Intellectual Property” means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term “Company License Agreements” means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii)         The Company owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its respective businesses as now being conducted. To the knowledge of the Company, none of the Company’s Intellectual Property or Company License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against the Company or its successors.

(p)          Undisclosed Liabilities. The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

(q)          Full Disclosure. All of the representations and warranties made by the Company in this Agreement, and all statements set forth in the certificates delivered by the Company at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading. The copies of all documents furnished by the Company pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to TEI or its representatives by or on behalf of any of the Company or its affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

2.02        Representations and Warranties of TEI. Except as set forth in the disclosure schedule delivered by TEI to the Company at the time of execution of this Agreement (the “TEI Disclosure Schedule”), TEI represents and warrants to the Company as follows:

(a)          Organization, Standing and Corporate Power. TEI is duly organized, validly existing and in good standing under the laws of the State of Washington and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted. TEI is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to TEI.

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(b)          Subsidiaries. TEI does not own directly or indirectly, any equity or other shares in any company, corporation, partnership, joint venture or otherwise.

(c)          Capital Structure of TEI. As of the date of this Agreement, the authorized capital stock of TEI consists of 100,000,000 shares of TEI Common Stock, $0.001 par value and 20,000,000 shares of Class A Preferred Stock and 5,000,000 shares of Class B Preferred Stock both with 0.001 par value. There are no other shares of TEI stock issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as set forth above, no shares of capital stock or other equity securities of TEI are issued, reserved for issuance or outstanding. All shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. Both parties understand and acknowledge that these shares cannot not be issued until and unless the shareholders of TEI approve increasing the authorized shares of the corporation sufficiently to allow for such issuance.

(d)          Corporate Authority; Noncontravention. TEI has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by TEI and the consummation by TEI of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of TEI. This Agreement has been duly executed and when delivered by TEI shall constitute a valid and binding obligation of TEI, enforceable against TEI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of TEI under, (i) its articles of incorporation, bylaws, or other charter documents of TEI (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to TEI, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to TEI, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to TEI or could not prevent, hinder or materially delay the ability of TEI to consummate the transactions contemplated by this Agreement.

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(e)          Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to TEI in connection with the execution and delivery of this Agreement by TEI, or the consummation by TEI of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Washington Statutes, the Securities Act or the Exchange Act.

(f)          Certain Fees. Except as set forth on Schedule 2.02(h), no brokerage or finder’s fees or commissions are or will be payable by TEI to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(g)          Litigation; Labor Matters; Compliance with Laws.

(i)          There is no suit, action or proceeding or investigation pending or, to the knowledge of TEI, threatened against or affecting TEI or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to TEI or prevent, hinder or materially delay the ability of TEI to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against TEI having, or which, insofar as reasonably could be foreseen by TEI, in the future could have, any such effect.

(ii)         TEI is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to TEI.

(iii)        The conduct of the business of TEI complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(h)          Benefit Plans. TEI is not a party to any Benefit Plan under which TEI currently has an obligation to provide benefits to any current or former employee, officer or director of TEI.

(i)          Certain Employee Payments. TEI is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of TEI of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

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(j)          Tax Returns and Tax Payments.

(i)          TEI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by TEI has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). TEI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to TEI by a taxing authority in a jurisdiction where TEI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of TEI did not, as of the TEI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the TEI Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of TEI and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of TEI.

(ii)         No material claim for unpaid Taxes has been made or become a lien against the property of TEI or is being asserted against TEI, no audit of any Tax Return of TEI is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by TEI and is currently in effect. TEI has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(k)          Environmental Matters. TEI is in compliance with all Environmental Laws in all material respects. TEI holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on TEI. TEI is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by TEI or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to TEI. TEI has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to TEI. TEI has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on TEI. There are no past, pending or threatened claims under Environmental Laws against TEI and TEI is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against TEI pursuant to Environmental Laws.

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(l)          Material Contract Defaults. TEI is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any TEI Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “TEI Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which TEI is a party (i) with expected receipts or expenditures in excess of $5,000, (ii) requiring TEI to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $5,000 or more, including guarantees of such indebtedness, or (v) which, if breached by TEI in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from TEI or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(m)          Properties. TEI has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by TEI or acquired after the date thereof which are, individually or in the aggregate, material to TEI’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by TEI are held by them under valid, subsisting and enforceable leases of which TEI is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

(n)          Intellectual Property. TEI owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted. All of TEI’s licenses to use Software programs are current and have been paid for the appropriate number of users. To the knowledge of TEI, none of TEI’s Intellectual Property or TEI License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against TEI or its successors.

(o)          Board Determination. The Board of Directors of TEI has unanimously determined that the terms of the Exchange are fair to and in the best interests of TEI and its stockholders.

(p)          Required TEI Share Issuance Approval. TEI represents that the issuance of the Exchange Shares to the Selling Member will be in compliance with the Washington Statutes and the Bylaws of TEI. Both parties understand and acknowledge that these shares cannot not be issued until and unless the shareholders of TEI approve increasing the authorized shares of the corporation sufficiently to allow for such issuance.

(q)          Undisclosed Liabilities. TEI has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the TEI SEC Documents incurred in the ordinary course of business.

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(r)          Full Disclosure. All of the representations and warranties made by TEI in this Agreement, and all statements set forth in the certificates delivered by TEI at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading. The copies of all documents furnished by TEI pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to the Company or its representatives by or on behalf of TEI and the TEI Stockholders in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

Article III
COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO EXCHANGE

3.01        Conduct of the Company and TEI. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, the Company and TEI shall not, unless mutually agreed to in writing:

(a)          engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time;

(b)          sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;

(c)          fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time;

(d)          except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and TEI or their business or assets; or

(e)          make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

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Article IV
ADDITIONAL AGREEMENTS

4.01        Access to Information; Confidentiality.

(a)          The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to TEI and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to TEI all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of TEI set forth herein and compliance by TEI of its obligations hereunder, during the period prior to the Effective Time, TEI shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of TEI set forth herein and compliance by TEI of its obligations hereunder, and, during such period, TEI shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and TEI will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

(b)          No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto.

4.02        Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated by this Agreement. TEI and the Company shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Exchange.

4.03        Public Announcements. TEI, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process. The Parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.

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4.04        Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

4.05        No Solicitation. Except as previously agreed to in writing by the other party, neither the Company nor TEI shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any exchange, merger, consolidation, business combination, recapitalization or similar transaction involving the Company or TEI, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Exchange or which would or could be expected to dilute the benefits to either the Company or TEI of the transactions contemplated hereby. The Company or TEI will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any Parties conducted heretofore with respect to any of the foregoing.

Article V
CONDITIONS PRECEDENT

5.01        Conditions to Each Party’s Obligation to Effect the Exchange. The obligation of each Party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)          No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Exchange shall have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Exchange that makes consummation of the Exchange illegal.

(b)          Governmental Approvals. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity having jurisdiction which the failure to obtain, make or occur would have a material adverse effect on TEI or the Company shall have been obtained, made or occurred.

(c)          No Litigation. There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by the Company, TEI or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company or TEI.

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5.02        Conditions Precedent to Obligations of TEI. The obligation of TEI to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)          Representations, Warranties and Covenants. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

(b)          Consents. TEI shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third Parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c)          No Material Adverse Change. There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of the Company that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company.

(d)          Delivery of the Assignment of Shares. The selling shareholders shall have delivered the share certificates to TEI on the Closing Date.

(e)          Due Diligence Investigation. TEI shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

5.03        Conditions Precedent to Obligation of INNO. The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a)          Representations, Warranties and Covenants. The representations and warranties of TEI in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) TEI shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it prior to the Effective Time.

(b)          Consents. The Company shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third Parties as necessary in connection with the transactions contemplated hereby have been obtained.

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(c)          No Material Adverse Change. There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of TEI that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on TEI.

(d)          Board Resolutions. The Company shall have received resolutions duly adopted by TEI’s board of directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

(e)          Delivery of the Exchange Shares Certificate. The Company shall have received the Exchange Shares Certificate on the Closing Date. Both parties understand and acknowledge that these shares cannot not be issued until and unless the shareholders of TEI approve increasing the authorized shares of the corporation sufficiently to allow for such issuance.

(f)          Due Diligence Investigation. The Company shall be reasonably satisfied with the results of its due diligence investigation of TEI in its sole and absolute discretion.

Article VI
TERMINATION, AMENDMENT AND WAIVER

6.01        Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Exchange:

(a)          by mutual written consent of TEI and the Company;

(b)          by either TEI or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Exchange and such order, decree, ruling or other action shall have become final and nonappealable;

(c)          by either TEI or the Company if the Exchange shall not have been consummated on or before June 15, 2017 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time.);

(d)          by TEI, if a material adverse change shall have occurred relative to the Company (and not curable within thirty (30) days);

(e)          by the Company if a material adverse change shall have occurred relative to TEI (and not curable within thirty (30) days);

(f)          by TEI, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or

(g)          by the Company, if TEI willfully fails to perform in any material respect any of its obligations under this Agreement.

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6.02        Effect of Termination. In the event of termination of this Agreement by either the Company or TEI as provided in Section 6.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of TEI or the Company, other than the provisions of the last sentence of Section 4.01(a) and this Section 6.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

6.03        Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties upon approval by the party, if such party is an individual, and upon approval of the Board of Director of TEI and of the Company.

6.04        Extension; Waiver. Subject to Section 6.01(c), at any time prior to the Effective Time, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

6.05        Return of Documents. In the event of termination of this Agreement for any reason, TEI and the Company will return to the other party all of the other party’s documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement. TEI and the Company will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party’s information kept confidential.

Article VII
INDEMNIFICATION AND RELATED MATTERS

7.01        Survival of Representations and Warranties. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive until twelve (12) months after the Effective Time (except for with respect to Taxes, which shall survive for the applicable statute of limitations plus 90 days, and covenants that by their terms survive for a longer period).

7.02        Indemnification.

(a)          TEI shall indemnify and hold the selling interest holders and the Company harmless for, from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) (collectively, “Losses”) to which TEI may become subject resulting from or arising out of any breach of a representation, warranty or covenant made by TEI as set forth herein.

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(b)          The Company and selling interest holders shall jointly indemnify and hold TEI and TEI’s officers and directors (“TEI’s Representatives”) harmless for, from and against any and all Losses to which TEI or TEI’s Representatives may become subject resulting from or arising out of (1) any breach of a representation, warranty or covenant made by the Company as set forth herein; or (2) any and all liabilities arising out of or in connection with: (A) any of the assets of the Company prior to the Closing; or (B) the operations of the Company prior to the Closing.

7.03        Notice of Indemnification. Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

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Article VIII
GENERAL PROVISIONS

8.01        Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth below (or at such other address for a party as shall be specified by like notice.) Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Pacific Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by a nationally recognized overnight courier service, or (d) if by personal delivery, upon actual receipt by the party to whom such notice is required to be given.

If to TEI:

3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216

If to the Company:

3808 N. Sullivan Rd. Building 13-D, Spokane Valley, WA 99216

8.02        Definitions. For purposes of this Agreement:

(a)          an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

(b)          “material adverse change” or “material adverse effect” means, when used in connection with the Company or TEI, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect in the case of TEI to the consummation of the Exchange);

(c)          “person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and (d) a “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of Directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first person.

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8.03         Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

8.04         Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the Parties any rights or remedies.

8.05         Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

8.06         Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

8.07         Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Washington, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties hereto (a) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

8.08         Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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8.09         Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other Parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

8.10         Attorney’s Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties hereto agree that the prevailing party or Parties shall be entitled to recover from the other party or Parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

8.11         Currency. All references to currency in this Agreement shall refer to the lawful currency of the United States of America.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.

Tribus Innovations, LLC
By:	/s/ Tommy Mills
Tribus Enterprises, Inc.
By:	/s/ Kendall Bertagnole

EX-99.2

Exhibit 99.2

OPERATING AGREEMENT
OF
TRIBUS INNOVATIONS, LLC

A Washington Limited Liability Company

THIS OPERATING AGREEMENT of TRIBUS INNOVATIONS, LLC (“Agreement”) is entered into and shall be effective as of ______February 12th_______, 2016 (“Effective Date”), by and between Kendall Bertagnole, Juan C Ayala and Tommy Mills each as an Initial Member and collectively as the Initial Members.

ARTICLE 1.
DEFINITIONS

The following terms used in this Agreement shall have the following meanings:

1.1           “Act” means the State of Washington’s Limited Liability Company Act as set forth in Chapter 25.15 of the Revised Code of Washington, as in effect on the Effective Date of this Agreement or corresponding provisions of subsequent superseding State of Washington laws.

1.2           “Additional Member” means a Person, other than an Initial Member, who has: (i) acquired Economic Rights from the Company or who has been Transferred, by a Permitted Transfer, all or a portion of a Member’s Economic Rights and (ii) have satisfied the requirements as set out in Section 8.1 of this Agreement.

1.3           “Adjusted Deficit” is defined in Section A.1 of Appendix 1.

1.4           “Affiliate” means any Person which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Member. The terms, “control,” “controlled” or “controlling” include, without limitation: (i) the ownership, control or power to vote sufficient beneficial interests of any such Person, as the case may be, to make decisions for such Persons; (ii) the control in any manner over the manager, or the election of more than one manager, director or trustee (or persons exercising similar functions) of such Person; or (iii) the power to exercise, directly or indirectly, control over the management or policies of such Person.

1.5           “Agreement” means this Operating Agreement as originally executed and as amended or restated from time to time.

1.6            “Business Day” means any day other than (i) Saturday, (ii) Sunday or (iii) any legal holiday observed by national banks in the City of Spokane, Washington.

1.7           “Certificate” means the Certificate of Formation of the Company as filed with the Washington Secretary of State on December 1, 2015, as the same may be amended or restated from time to time.

1.8           “Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws, and to the extent applicable, the Regulations.

1.9           “Company” means Tribus Innovations, LLC, a Washington limited liability company.

1.10         “Company Property” means any Property owned by the Company.

1.11         “Contribution” means, with respect to any Person, the initial amount of property or capital contributed to the Company by a Member pursuant to Section 5.1 of this Agreement and any additional property or capital contributions contributed to the Company by a Member pursuant to Section 5.2. Each Member’s initial Contribution in the Company is reflected on the attached Exhibit A.

1.12         “Controlling Interest” is defined in Section 10.1.

1.13         “Depreciation” is defined in Section A.1 of Appendix 1.

1.14         “Dissolution Event” is defined in Section 11.3.

1.15         “Domestic Partner” means “state registered domestic partner” pursuant to RCW 26.60.

1.16         “Economic Rights” means a Person’s share of the Profits, Losses and distributions of the Company pursuant to the Act, the Certificate and this Agreement, in proportion to such Person’s Sharing Ratio; provided, that Economic Rights do not include any voting rights and may be held by a non-Member Transferee.

1.17         “Effective Date” means the date that the last Initial member signed this Agreement as reiterated in the introduction of this Agreement.

1.18         “Entity” means any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other business organization, including without limitation, any foreign trust or foreign business organization.

1.19         “Fiscal Year” means the Company’s fiscal year, which shall be a calendar year, to the extent permitted under Code § 706, and otherwise, as determined pursuant to Code § 706.

1.20         “Initial Member(s)” means Kendall Bertagnole, Juan C Ayala and Tommy Mills.

1.21         “Majority” means greater than fifty percent (50%) of the Members’ Sharing Ratios as determined by the records of the Company on the date of the action.

1.22         “Manager” means, individually, each of those Persons who is a manager of the Company, and, when used in the plural, a sufficient number of managers to take action as the manager of the Company, all pursuant to Article 4, below.

1.23         “Member” means each Person who executes a counterpart of this Agreement as an Initial Member and each Person who may hereafter become an Additional Member. Reference to a Member shall include his or her spouse, except as otherwise noted.

1.24         “Membership Interest” means a Member’s entire interest in the Company, including, without limitation, that Member’s Economic Rights and voting rights.

1.25         “Net Cash” shall mean the gross cash proceeds from Company operations less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the Managers. “Net Cash” shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reasonable reserves established by the Managers.

1.26         “Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns thereof, where the context so requires.

1.27         “Permitted Transfer” means a Transfer of a Person’s Membership Interest in the Company in accordance with Section 10.2.

1.28         “Profits” and “Losses” are defined in Section A.1 of Appendix 1.

1.29         “Property” means any property, real or personal, tangible or intangible, including money, but excluding services and promises to perform services in the future.

1.30         “Regulations” means proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

1.31         “Sharing Ratio” means the percentage ownership interest in the Company that is held by a Member or a Transferee. The Sharing Ratios are shown on Exhibit A, as amended from time to time. For purposes of voting, a Member’s Sharing Ratio shall be the percentage ownership interest that Member owns in relation to the percentage ownership interest owned by the remaining Members. In other words, if a Transferee has a Sharing Ratio of 50% and three Members each have an equal percent ownership of the remaining 50% interest in the company, each Member shall have a 33.33% Sharing Ratio for purposes of Member votes because a Transferee has no voting rights unless and until such Person becomes a Member pursuant to the terms of this Agreement.

1.32         “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, assignment, pledge, hypothecation, mortgage, charge, encumbrance, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, assign, pledge, hypothecate, mortgage, charge, encumber, or otherwise dispose.

1.33         “Transferee” means the owner of Economic Rights who is not a Member. All rights, obligations and restrictions of a Member under this Agreement apply to a Transferee except that a Transferee does not have any of the voting rights, management rights, any right given to a Member under Article 10 of this Agreement, or any other rights that are specifically withheld from Transferees under this Agreement. Reference to a Transferee shall include his or her spouse, except as otherwise noted.

1.34         “Unanimous Vote” means a vote of all Members or Managers, as the case may be, having power to vote at the time.

ARTICLE 2.
ORGANIZATION OF COMPANY

2.1           Organization. Pursuant to the Act, the Initial Members have formed a Washington limited liability company under the laws of the State of Washington by filing the Certificate with the Washington Secretary of State and entering into this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be absent such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2           Nature of Business. The Company shall have the authority to do all things necessary or convenient to accomplish its purposes and operate its business. The purposes of the Company shall include, without limitation, each of the following: (i) to design, produce, manufacture and license a proprietary wrench (currently known as the “KT Wrench”) and related products; (ii) to hold, manage, invest and dispose of Company Property; (iii) to develop and maintain close working relationships among the Members; (iv) to afford the Members an opportunity to share in the risks, benefits, profits and losses of the Company activities; (v) to create a substantial benefit associated with wealth management for the Members; and (vi) to conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to engage in within the State of Washington or any other jurisdiction. The Initial Members intend by this Agreement to establish a business.

2.3           Term of the Company. The term of the Company shall commence upon the filing of the Certificate with the Secretary of State on December 1, 2015 and shall be perpetual, unless terminated in accordance with the provisions of this Agreement and the Act.

2.4           Defects as to Formalities. A failure to observe any formalities or requirements of this Agreement, the Certificate, or the Act shall not be grounds for imposing personal liability on the Members or the Manager for liabilities of the Company.

2.5           Registered Office and Registered Agent. The Company’s initial registered office shall be at the office of its registered agent, Zachary K. Haveman: 601 W. Riverside Ave., Suite 1400, Spokane, WA 99201. The registered office and registered agent may be changed from time to time by filing an amendment to the Certificate.

2.6           No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a general or limited partnership, a limited liability partnership, or a corporation. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

2.7           Rights of Creditors and Third Parties. This Agreement is entered into among the Members for the exclusive benefit of the Company, its Members, the Managers, and their respective permitted successors and permitted assigns. The Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute or as expressly provided in this Agreement, no such creditor or third party shall have any rights under the Agreement or any agreement between the Company and any Member or Manager with respect to any Contribution or otherwise.

2.8           Title to Property. All Company Property shall be owned by the Company as an entity and no Member shall have any ownership interest in or right to the benefit of Company Property in the Member’s individual name or right, except as otherwise explicitly set forth herein, and each Member’s interest in the Company shall be personal property for all purposes. The Company shall hold all Company Property in the name of the Company and not in the name or names of any Member. All funds of the Company shall be deposited in such checking accounts, savings accounts, time deposits, or certificates of deposit in the Company’s name or shall be invested in the Company’s name, in such manner as may be designated by the Managers from time to time. Company funds cannot be commingled with those of any other person or entity. Company funds shall be used by the Managers only for the business of the Company.

2.9           Payments of Individual Obligations. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred for or in payment of any individual obligation of any Member or Manager.

2.10         Company Entity. The Company shall hold itself out to the public and all third parties under the Company’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Member or any Affiliate of any of them.

ARTICLE 3.
MEMBERS

3.1           Authority to Act. Except to the extent expressly required by this Agreement, no Member, other than the Managers, may participate in the management or control of the Company’s business, nor may it transact any business for the Company, nor shall it have the power to act for or bind the Company, such power being vested solely and exclusively in the Managers as provided in this Agreement. Each Member and Transferee shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized actions of such Member or Transferee.

3.2           Unanimous Vote. All Major Decisions, as defined below, require the Unanimous Vote of the Members. The term “Major Decisions” as used in this Agreement means any decision with respect to the matters set forth immediately below and are:

(a)          Dissolution of the Company pursuant to Section 11.3;

(b)          Amendment of this Agreement pursuant to Article 15;

(c)          Transfer, sale or any other disposition of the Company or substantially all assets of the Company;

(d)          Admission of an Additional Member, except upon a Permitted Transfer;

(e)          Granting authorization to a Member or Manager to act in a way that contravenes this Agreement;

(f)          Filing any petition in bankruptcy or reorganization or instituting any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Company; consenting to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Company; the admission in writing by the Company of its inability to pay its debts generally as they become due; or the making by the Company of a general assignment for the benefit of its creditors; and

(g)          Any other actions identified in this Agreement requiring unanimous approval of the Members.

Anything in this Agreement to the contrary notwithstanding, the Members shall have no authority to perform any act on behalf of the Company in violation of (i) any applicable laws or regulations, or (ii) any agreement between the Company and its lender (if any) or its successors or assigns.

3.3           Meetings of Members. Any Manager, or any Member or Member(s) owning more than twenty percent (20%) of the Membership Interests, may at any time call a meeting or a vote of the Members. Written notice of each Members’ meeting stating the time, place and the purpose(s) which such meeting is called, shall be given to all Members, not less than seven (7) days prior to the date of such meeting. If mailed with first-class postage, such notice shall be deemed to be effective on the third Business Day after the date on which the same was deposited in the mail. If notice is sent to a Member’s facsimile number or email address appearing on the records of the Company, the notice is effective when dispatched. At any meeting of the Members, a Member shall be entitled to one vote (or fractional vote) for each one percent (1%) (or fraction thereof) of the Sharing Ratio attributable to that Member. If a Transferee has interest in the Company such that the sum of the Members’ Sharing Ratios do not equal one hundred percent (100%), a Member’s Sharing Ratio for purposes of voting shall be calculated as if the Members owned one hundred percent (100%) of the interest in the Company and there were no Transferees. For instance, if there were three Members and one Transferee who each had an equal 25% Sharing Ratio, each Member would have a 33.33% Sharing Ratio for purposes of voting. The Members may vote in person, by written proxy, or by a signed writing directing the manner in which said Member desires that its vote be cast, which writing must be sent to the Managers at least three (3) days prior to such meeting. Any action that may be taken by Members at a meeting may be taken without a meeting if a consent, in writing, setting forth the action so taken, is signed by the Members having not less than the minimum votes that would be necessary to authorize or take that action at a meeting. Any such consent may be signed in counterparts and delivered via facsimile or other electronic media.

3.4           Limitation on Liability. The liability of Members shall be limited as set forth in this Agreement, the Act and other applicable law. A Member shall not be personally liable for debts, losses, obligations, or liabilities of the Company, whether that debt, loss, obligation or liability arises in contract, tort or otherwise, beyond its Contributions, except as otherwise provided by law. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each Member from and against any and all claims, actions, demands, obligations, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from or related to (i) such party’s status as a Member; (ii) any act performed in good faith within the scope of the authority conferred by this Agreement; (iii) any failure or refusal to perform any act except those required by the terms of this Agreement; and (iv) any performance or omission to perform any acts based on reasonable, good faith reliance on the advice of accountants or legal counsel of the Company; provided that no indemnification shall be given in respect of acts or omissions which constitute fraud, gross negligence, willful misconduct, a knowing violation of the law, or a material breach of this Agreement.

3.5           Books, Records, Reports and Information. Each Member shall have the right to receive the reports and information required to be provided by Article 14 of this Agreement.

3.6           Duty of Loyalty. Each Member and Manager has the duty to account to the Company and hold as trustee for it any property, profit or benefit derived by such Member or Manager in the conduct and/or winding up of the Company’s activities or derived from a use by such Member or manager of Company Property, including the appropriation of an opportunity presented to the Company that specifically relates to the ordinary business of the Company. Each Member and Manager has the duty to refrain from dealing with the Company as or on behalf of a third party having an interest adverse to the Company. Each Member and Manager has the duty to refrain from directly competing with the Company in the conduct or winding up of the Company’s business activities. No Member or Manager may utilize Company Property for other than Company purposes. Notwithstanding the foregoing, the Members and Managers have contemplated the design and production of future products not related to the KT Wrench (“Future Product(s)”), and no Member or Manager owes a duty to the Company or to the other Members or Managers if one of the Members or Managers decides to pursue a Future Product on their own or with another Member or Manager, so long as no Company property is used in such endeavor.

3.7           Other Self-Interest. A Member does not violate a duty or obligation to the Company merely because such Member’s conduct furthers the interest of the Member. A Member may lend money to and transact other business with the Company only in accordance with this Agreement. The rights and obligations of a Member who lends money to or transacts business with the Company are the same as those of a person who is not a Member, subject to other applicable law. No transaction with the Company is voidable solely because a Member has a direct or indirect interest in the transaction if the transaction is approved or ratified by the Managers or the remaining disinterested Members.

ARTICLE 4.
Managers

4.1           Management by Managers. There shall initially be three (3) Managers of the Company, namely Kendall Bertagnole, Juan C Ayala and Tommy Mills (“Managers”). Subject to the Members’ rights to approve actions as set forth in this Agreement, the Managers shall have full responsibility and exclusive and complete discretion in the management and control of the business and affairs of the Company for the purposes stated herein, shall make all decisions affecting the Company’s business and affairs, and shall have full, complete, and exclusive discretion to take any and all action the Company is authorized to take and to make all decisions with respect thereto. A Manager is not required to be a Member. If, however, a Manager is also a Member, such Manager (in addition to, and not in lieu of, any rights it may have in its capacity as a Manager) shall be entitled to all rights of a Member under this Agreement, including, without limitation, the right to receive distributions as a Member.

4.2           Manager’s Duties and Titles.

(a)          Kendall Bertagnole shall be the President and Chief Executive Officer (“CEO”) of the Company. The CEO has general supervision of the business of the Company and shall be in charge of the day-to-day operations. The CEO shall also lead all meetings of the Members, be in charge of financial planning and financial reporting, provide leadership to the other Members and Managers in guiding the strategic planning for the future of the Company, and shall evaluate the effectiveness of the additional Members and Managers. The CEO shall also have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company including, but not limited to, the following

i. Managing the day-to-day affairs of the Company in the ordinary course of business;

ii. Borrowing an aggregate of less than one thousand dollars ($1,000) and using Company assets as collateral for such loan(s);

iii. Managing bank and other accounts on behalf of the Company;

(b)          Tommy Mills shall be the Chief Technology Officer of the Company (“CTO”). Tommy Mills came up the original idea for the KT Wrench, and as CTO will continue to work towards perfecting product offerings of the Company and creating new product ideas for the Company. The CTO will be responsible for assisting the CDO with ideas for new products and mobile and/or computer applications related to Company’s products or services.

(c)          Juan C Ayala shall be the Chief Design Officer of the Company (“CDO”), and shall be in charge of the design phase of products created for the Company. Juan C Ayala completed the design for the KT Wrench, and shall continue to assist the CTO in designing new products for the Company. The CDO shall be in charge of the actual coding of any products or any new mobile and/or computer applications related to Company products or services. The CDO shall obtain the consent of both the CEO and the CTO before initiating any design work. Finally, the CDO shall assist and train both the CEO and CTO in writing code, and shall use his expertise to advise the CEO and CTO on code structure.

4.3           Manager’s Term of Office. A Manager may be removed by either a seventy-five percent (75%) vote of the Members or by a Majority Vote of the Members if the Manager (i) becomes deceased or disabled, (ii) is adjudicated to be bankrupt, (iii) has perpetrated a fraud against the Company, (iv) embezzled Company funds, or (v) is otherwise grossly negligent. A Manager is considered disabled if at least two medical doctors determine that the Manager lacks the capacity to carry out the requisite duties of a Manager of Company. A Manager may also voluntarily withdraw or resign. If there is more than one other Manager at the time of such resignation or removal, the Company may be managed by the remaining Manager. A Majority Vote of the Members is required to appoint a new Manager. Other than as provided in this Section, the Manager shall serve the Company until the Company is dissolved and wound up as provided in Article 11.

4.4           Authority of the Managers to Bind the Company. The Members hereby agree that only the Managers and authorized agents of the Company specifically identified by the Managers shall have the authority to bind the Company.

4.5           Powers of Each Manager. Subject to Section 3.2, each Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company including, but not limited to, the following:

(a)          Making, executing, delivering or endorsing any check or commercial paper on behalf of the Company; and

(b)          Carrying on any other activities necessary to, in connection with, or incidental to any of the duties of each Manager’s position (as described in Section 4.2 above) or the Company’s business.

4.6           Powers of Manager Group. The decisions of the Company to be made by a Unanimous Vote of the Managers include, but are not limited to, the following:

(a)          Determining the Net Cash available for, and the timing of, distributions to Members, if any;

(b)          Borrowing an aggregate in excess of one thousand dollars ($1,000) and using Company assets as collateral for such loan(s);

(c)          Opening bank and other accounts on behalf of the Company;

(d)          Making any loans to, or taking any loan from, any Member;

(e)          Employing persons or entities to manage the ongoing business of the Company or Property owned by the Company, including appointing the Managers themselves as officers or employees of the Company and authorizing a wage for such position;

(f)          Employing professionals to provide advice to the Managers and the Company with respect to the Company’s business; and

(g)          Acting as an accommodation party, or otherwise become surety for any person on behalf of the Company.

4.7           Managers’ Duty and Standard of Care. The Managers’ duty of care in the discharge of his or her duties to the Company and the Members is limited to refraining from acts or omissions of gross negligence or reckless conduct, intentional misconduct, or a knowing violation of the law. In discharging their duties, the Managers shall be fully protected in relying in good faith upon the records required to be maintained hereunder, or pursuant to the Act, and upon such information, opinions, reports, or statements by any of the Members, agents, or by any other person as to matters such Manager reasonably believes are within such person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

4.8           Costs and Expenses. The Company shall reimburse the Managers for all reasonable and customary expenses incurred in the formation of the Company, the acquisition and financing of each piece of Company Property, and in the ongoing management of the Company. The Managers will not be paid any compensation simply for being Managers without an affirmative vote of Members having at least a seventy-five percent (75%) Sharing Ratio.

4.9           Liability of the Managers. The Managers shall not be liable as such for the liabilities of the Company, to the fullest extent provided or allowed by the laws of the State of Washington. Failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Managers for liabilities of the Company.

4.10         Indemnification. The Company shall indemnify, defend, and hold the Managers (and each Affiliate of the Managers) harmless from and against all claims, actions, demands, obligations, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) paid or accrued by the Managers in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State of Washington.

ARTICLE 5.
CAPITAL CONTRIBUTIONS

5.1           Initial Contributions. Each Member has made the Contributions described in Exhibit A in exchange for such Member’s Membership Interest. The Company shall maintain Capital Accounts in the manner described in Appendix 1.

5.2           Additional Contributions. Upon unanimous vote of the Members, the Members may be required to make additional cash contributions as may be necessary to carry on the Company’s business. The amount of any additional cash contribution shall be based on the Member’s then existing Sharing Ratios. To the extent a Member is unable to meet a cash call, the other Members may choose to contribute the unmet call on a pro rata basis based on the Members’ Sharing Ratios at that time, and the Contribution shall be viewed as a loan to the Member who is unable to meet the cash call. If the non-contributing Member is unable to pay off the loan to the contributing Members within six (6) months of the cash call, the loan shall be repaid to the contributing Members by transferring a proportionate portion of the non-contributing Member’s Membership Interest based on the Fair Market Value of the Company, and the Sharing Ratio of each Member shall be adjusted accordingly. Any loan arising from this Section 5.2 shall carry an interest rate equal to five percent (5%) per annum, compounded daily.

5.3           Recoupment of Contribution. Except as may be provided within Section 6.2 and Section 11.4: (i) no Member shall receive any recoupment or payment on account of or with respect to Contributions, (ii) no Member shall be entitled to interest on or with respect to any Contributions, (iii) no Member shall be entitled to withdraw any part of any Contribution, and (iv) no Member shall be entitled to receive any distributions from the Company

ARTICLE 6.
DISTRIBUTIONS

6.1           General. Except as otherwise provided in the Act, the Certificate and this Agreement, no Person shall have priority over any other Person in respect of distributions, no Person shall have the right or power to demand or receive a distribution in a form other than cash and no Person may be required or compelled to accept a distribution of any Property other than cash in lieu of a proportional distribution of cash being made to other Members.

6.2           Distributions of Net Cash. In any fiscal year of the Company where profits of the Company are required to be reported by the Members and subject to federal income tax, the Managers may cause the Company to distribute an amount less than or equal to each Member’s proportionate share of the Company’s profits subject to federal income tax multiplied by the Member’s applicable federal income tax rate as an individual taxpayer in the United States. The Managers, through a Unanimous Vote, may cause the Company to distribute its Net Cash to the Members according to their Sharing Ratios at any time and in any amount.

6.3           Liquidating Distributions. In the event the Company is dissolved and the business and affairs of the Company are wound up, distributions shall be made pursuant to Section 11.4.

ARTICLE 7.
ALLOCATIONS

7.1           Profits and Losses. After making any special allocations required under Section 7.2 and Section 7.3, the Profits and Losses of the Company (and each item of income, gain, loss, and deduction entering into the computation thereof) for each Fiscal Year, shall be allocated to the Members according to their Sharing Ratios.

7.2           Special Allocations; Election Requiring Adjustment to Basis. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code section 734(b) or section 743(b) is required (pursuant to Treasury Regulation section 1.704-1(b)(2)(iv)(m)) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of such Company asset) or loss (if such adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Treasury Regulation section.

7.3           Special Allocations. Section 704 of the Code and the Treasury Regulations promulgated thereunder, including but not limited to the provisions of such Treasury Regulations addressing (i) the alternative test for economic effect (i.e., qualified income offset and loss limitation provisions) and (ii) minimum gain chargeback requirements and “partner nonrecourse debt” (within the meaning of the Treasury Regulations), are hereby incorporated by reference.

ARTICLE 8.
ADDITIONAL MEMBERS

8.1           Admission. A Person may become an Additional Member through a Permitted Transfer or upon the Unanimous Vote of the Members. Notwithstanding the foregoing, a Person shall not become an Additional Member unless and until such Person becomes a party to this Agreement as a Member by signing and executing, and having his spouse or Domestic Partner sign and execute, if applicable, such documents and instruments as the Company may reasonably request as may be necessary or appropriate to confirm (i) such Person’s agreement to be bound by this Agreement, (ii) such Person’s authority and capacity to become a Member in compliance with existing law, and (iii) the interests of such Person’s spouse or Domestic Partner in the Company, pursuant to Article 12, below. The Additional Member shall pay or reimburse the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the Person as an Additional Member.

8.2           Accounting. No Additional Member shall be entitled to any retroactive allocation of Profits, Losses, income or expense deductions incurred by the Company. The Manager may, within the Manager’s sole discretion, at the time an Additional Member is admitted, close the Company books (as though the Company’s Fiscal Year had ended) or make pro rata allocations of loss, income and expense deductions to an Additional Member for that portion of the Company’s Fiscal Year in which such Member was admitted in accordance with Code § 706(d) and the Regulations promulgated thereunder.

ARTICLE 9.
dissociation of members

9.1           Termination of Membership. A Member’s status as a Member of the Company shall cease upon the occurrence of one or more of the following events:

(a)          A Member withdraws by giving the Company thirty (30) days written notice in advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement.

(b)          A Member assigns all of his or her interest (and not merely a partial interest) to another Member or a qualified third party pursuant to Article 10 of this Agreement.

(c)          A Member dies.

(d)          There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his or her person or estate.

(e)          In the case of an estate that is a Member, the distribution of the estate’s entire interest in the Company by the fiduciary of the estate.

(f)          In the case of an entity that is a Member, the distribution upon dissolution of the entity’s entire interest in the Company.

(g)          In the event a Member is convicted of any crime involving fraud, moral turpitude, dishonesty, embezzlement or any crime involving the mishandling of property.

(h)          A Member, without the unanimous consent of a majority of the Members: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of his or her properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member's interest in the Company.

(i)          If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the Members.

(j)          If within ninety (90) days after the appointment, without a Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the Members.

(k)          Any of the events provided in applicable provisions of state or federal law that are not inconsistent with the dissociation events identified above.

9.2           Effect of Dissociation. Any dissociated Member shall not be entitled to receive the fair value of his or her Company interest solely by virtue of his or her dissociation.

(a)          Death or Incapacity. Upon the dissociation of a Member caused by that Member’s death or incapacity, the dissociated Member, or his or her heirs or beneficiaries in the case of a Member’s death, that still owns Economic Rights in the Company shall be considered a Transferee, and is thus entitled to continue to receive such profits and losses, to receive such distribution or distributions, and to receive such allocations of income, gain, loss, deduction, credit, or similar items to which he or she would have been entitled if still a Member. As with all other Transferees, a dissociated Member will also be subject to Article 5 of this Agreement, including all calls for Contributions, and all other obligations under this Agreement as if the dissociated Member were still a Member. For all other purposes, including, without limitation, voting powers and management powers, a dissociated Member shall no longer be considered a Member and shall have no rights of a Member.

(b)          Other Dissociations Are Call Events. The dissociation of a Member caused by anything other than that Member’s death, incapacity, voluntary transfer or voluntary withdrawal, shall be considered a “Call Event” as defined in Section 10.5 of this Agreement and the Member’s Membership Interest shall be handled according to the provisions of Section 10.5.

ARTICLE 10.
TRANSFERS OF INTERESTS

10.1         Restriction on Transfers. Except as otherwise permitted by this Agreement, no Member or Transferee may Transfer all or any portion of such Person’s interests in the Company without unanimous approval by all other Members. A Transfer of a Controlling Interest in a Member or Transferee that is an Entity shall constitute a Transfer of such Entity’s interest in the Company. A “Controlling Interest” means fifty percent (50%) or more of the voting rights of any Member or the interest of the manager of any Member who is a limited liability company.

10.2         Permitted Transfers. A Member or Transferee, including such Person’s Personal Representative, may Transfer his or her Membership Interests (i) by gift or other assignment for no (or nominal) consideration to the spouse or registered Domestic Partner of such Member, to such Member’s family members, or for estate planning purposes to trusts that benefit such Member; (ii) to a Person that is already a Member of the Company; (iii) upon his or her death to his or her heirs (or beneficiaries under a valid will) or to a trust or other legal entity that is formed for the benefit of one or more of the foregoing (for as long as one or more of the foregoing constitute all beneficiaries of such trust and, in the event that there is any Transfer of a beneficial interest in such trust to other than one of the foregoing, such Transfer shall not be a Permitted Transfer); and (iv) to any other Person or Persons with written consent of all other Members. Each such Transfer outlined in this Section 10.2 is a “Permitted Transfer.”

10.3         Rights and Obligations Arising Out of Unpermitted Transfers. An attempted Transfer of a Person’s interest in the Company that is not a Permitted Transfer or is not in accordance with the other sections of this Article 10 does not itself dissolve the Company or entitle the transferee to become a Member or exercise any voting rights or Economic Rights, and such an attempted Transfer is void ab initio.

10.4         Right of First Refusal for Voluntary Transfers. A Member or Transferee that wishes to sell or otherwise voluntarily Transfer his or her interest in the Company to a third-party must first deliver notice of his or her desire to Transfer along with a copy of any bona fide offer to purchase to all other Members. Before any voluntary Transfer of a Person’s interest in the Company to a third-party, other than a Permitted Transfer, the Company, upon a majority vote of the Members (excluding the Member who wishes to sell or transfer), shall have the first right to purchase all or a portion of that Person’s interest in the Company at a price equal to the Fair Market Value of such Person’s interest or the amount of the bona fide offer received, whichever is less. Closing of such Company purchase shall be in accordance with Subsection (c) of this Section 10.4 below. If the Company chooses to forego its option to purchase by delivering notice of its decision to all Members or fails to give notice to the Members of its desire to exercise its option within thirty (30) days of receipt of receiving notice and the bona fide offer to purchase, the non-transferring Members shall have the right and option to purchase all or any part of such Person’s interest in the Company that are intended to be Transferred (“Transferred Interests”) in accordance with this Section 10.4. Upon the exercise of such right, the holder of the Transferred Interests (“Holder”) shall sell the Transferred Interests to such Purchasing Member(s) (defined below) in accordance with the terms and conditions set forth in this Section 10.4.

(a)          Right to Purchase. Upon receipt of notice of the Company’s desire to forego its option to purchase or, if the Company fails to deliver notice, after thirty (30) days of receipt of notice of a bona fide offer to purchase the Transferred Interests, each non-transferring Member shall have the option to purchase all or any portion of the Transferred Interests for the price and in accordance with the terms set forth below. If a non-transferring Member desires to exercise its right to purchase the Transferred Interests, the non-transferring Member must provide notice to the Holder and all other Members of such intent within thirty (30) days after the notice of the bona fide offer was sent to the non-transferring Member. In the event that more than one non-transferring Member elects to exercise their right to purchase the Transferred Interests (each, a “Purchasing Member”), each Purchasing Member shall have the right to purchase a portion of the Transferred Interests with each portion bearing the same ratio as the Purchasing Member’s Sharing Ratio bears to the other Purchasing Members.

(b)          Purchase Price. The purchase price of the Transferred Interests shall be one of the following, as selected by the Purchasing Member within the Purchasing Member’s sole discretion: (i) the purchase price shall be the same as that contained in such bona fide offer; or (ii) the purchase price shall be the Fair Market Value of the Transferred Interests. The Fair Market Value of the Transferred Interests is equal to the Sharing Ratio associated with the Transferred Interests multiplied by the Fair Market Value of the Company Property on the date that the notice of the bona fide offer was sent to the Purchasing Member, giving full consideration to recognized discounts for minority interest and lack of marketability.

(c)          Terms of Purchase. The closing of the purchase by a Purchasing Member shall take place on the next Business Day that is thirty (30) days after the date of the Purchasing Member’s notice of intent to purchase the Transferred Interests. The purchase price for any Transferred Interests to be purchased pursuant to the provisions of this Section 10.4 shall be payable in readily available funds at closing. The allocation of closing costs and other expenses related to the closing shall be in accordance with the customs of Spokane County, Washington.

(d)          Failure to Exercise Right. If both the Company and the non-transferring Members fail to purchase all of the Transferred Interests pursuant to their respective rights, the Holder shall be entitled to Transfer the remaining Transferred Interests to the intended transferor, at or above the price and pursuant to the terms of the bona fide offer set forth in the notice to the non-transferring Member. The Person who purchases the Transferred Interests shall be a Transferee and may only become a Member of the Company after complying with the admission requirements set forth in Section 8.1, above.

10.5         Call Option for Involuntary Transfers. Upon the bankruptcy, dissolution (for a Member or Transferee that is an Entity), involuntary transfer at divorce, assignment to creditors, or other involuntary Transfer of the Membership Interest or Economic Rights that is not a Permitted Transfer (each a “Call Event”) of any Member or Transferee (“Transferring Person”), the other Members shall have the right and option (“Call Option”) to purchase any and all Membership Interest or Economic Rights in the Company held by the Transferring Person at the time of such Call Event. The Call Option may by exercised by delivering to the Transferring Person, or its personal representative, successors or assigns, written notice within thirty (30) days after the non-transferring Member receives notice of the Call Event. In the event that more than one non-transferring Member elects to exercise the Call Option, each such Member shall have the right to purchase a portion of the Transferring Person’s interest in the Company (whether a Membership Interest or Economic Rights) with each portion bearing the same ratio as the purchasing Member’s Sharing Ratios bear to the other purchasing Members. The purchase price shall be equal to the Fair Market Value as of the date of the Call Event of the Transferring Person’s interest in the Company (as determined under the terms of 10.4(b) above). The closing shall take place on the next Business Day that is thirty (30) days after the purchase price is determined. The purchase price shall be payable in readily-available funds at closing. If the Call Option is not exercised, the Person who obtains the Transferring Person’s Economic Rights may only become a Member of the Company after complying with the admission requirements set forth in Section 8.1, above.

10.6         Transferee Requirements. Before any Transfer of any type can take place, whether the Transfer is voluntary, involuntary, a Permitted Transfer or otherwise, the prospective non-Member Transferee must sign an agreement stating that the Transferee agrees to be bound by all the terms and conditions of this Agreement.

ARTICLE 11.
DISSOLUTION AND WINDING UP

11.1         Covenant Not to Cause Dissolution. Except as otherwise permitted by this Agreement, each Member hereby covenants and agrees not to take any voluntary action that would cause the Company to dissolve. Any provision of the Act notwithstanding, the Company shall not dissolve prior to a unanimous decision made by the Members.

11.2         No Dissolution; Bankruptcy/Receiver. The Company shall not terminate solely as a consequence of the death, disability, bankruptcy, insolvency, appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of a Member of the Company or a substantial part of such Member’s property, or an assignment for the benefit of a Member’s creditors, or an admission in writing by a Member of the inability to pay its debts generally as they become due, or any similar action by or in respect of the Member.

11.3         Dissolution. The Company shall be dissolved upon the occurrence, if any, of the following events (each, a “Dissolution Event”):

(a)          Upon the Unanimous Vote of the Members in their sole discretion; or

(b)          Upon entry of a decree of judicial dissolution.

11.4         Winding Up. After a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. To the extent not inconsistent with the foregoing, all obligations in this Agreement shall continue in full force and effect until such time as the Company Property has been distributed pursuant to this Section. The Managers shall be responsible for overseeing the winding up and dissolution of the Company, shall take full account of the Company’s liabilities and Property, shall cause the Company Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom to be promptly applied and distributed in the following order:

(a)          First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than Members or Managers;

(b)          Second, to the payment and discharge of all of the Company’s debts and liabilities to Members and Managers, if applicable;

(c)          Third, to the Members, pro rata, according to their positive Capital Account balances, if applicable; and

(d)          The balance, if any, to the Members according to their Sharing Ratios.

11.5         Compliance With Regulations. If any Member has an Adjusted Deficit (after giving effect to all Contributions, distributions and allocations of Profit for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Person shall not have any obligation to make any Contribution with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

ARTICLE 12.
JOINT MEMBERS AND SPOUSES or Domestic partners

12.1         Joint Members. In the event a single Membership Interest is held by two individuals who are at the time married to each other or is held as community property, the following shall apply.

(a)          Either but not both individuals may vote or act for the two on any matter requiring Member action, and conflicting votes or acts shall render both votes or actions null and void and the votes of such Membership Interest shall not be required to effect any such action. Notice to one is notice to both and the signature or consent of one is sufficient to bind the other. Reference to a Member shall include his or her spouse or Domestic Partner.

(b)          The obligations arising out of the Membership Interest shall be joint and several as to the two individuals.

(c)          Any withdrawal as a Member by either individual shall constitute a withdrawal as a Member as to both.

(d)          Upon dissolution of the marriage of any such individual, and except as provided otherwise by court decree or settlement agreement, if the individual who regularly votes and acts on behalf of the marital community for purposes of the Company receives the Membership Interest, that person shall remain a Member. However, if the spouse or Domestic Partner receiving the Membership Interest has not previously casted a vote or otherwise acted on behalf of the marital community with regard to the community’s Membership Interest, the transfer to such spouse or Domestic Partner will be deemed to be an Involuntary Transfer and shall be subject to the Call Option outlined in Section 10.5 of this Agreement. If the other Members fail to exercise their Call Option, the spouse or Domestic Partner will be a Transferee and only retain Economic Rights in the Company.

In the event that each spouse or Domestic Partner individually holds Membership Interest who are at the time married to each other, then each spouse or Domestic Partner shall have the rights of a Member as described in the Agreement, and each will be treated as a Member pursuant to this Agreement.

12.2         Spouses or Domestic Partners. In any property settlement or division of property between a Member and such Member’s spouse or Domestic Partner, whether incident to dissolution of marriage, to separation, or otherwise, all Membership Interest shall be included in the Member’s share of the settlement. In the event the spouse of the Member receives the Membership Interest upon settlement or division of property, such transfer will be deemed to be an Involuntary Transfer and shall be subject to the Call Option outlined in Section 10.5 of this Agreement. If the other Members fail to exercise their Call Option, the spouse or Domestic Partner will be a Transferee and only retain Economic Rights in the Company. If a Member’s spouse or Domestic Partner has a community property interest in the membership interest and such spouse or Domestic Partner predeceases the Member, all Membership Interest shall be included in the Member’s share of community property. As a condition precedent to being admitted as a Member, a married individual’s spouse or Domestic Partner must execute a consent in the form determined by the Company’s attorney.

ARTICLE 13.
TAXES

13.1         Elections. The Managers may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company, including but without limitation, the following elections:

(a)          To adjust the basis of Company Property pursuant to Code sections 754 or 734(b), or comparable state or local law, in connection with transfers of interests in the Company and Company distributions;

(b)          To extend the statute of limitations for assessment of tax deficiencies against the Member with respect to adjustments to the Company’s federal, state, or local tax returns, to the extent permissible under applicable law; and

(c)          To the extent provided in Code sections 6221 through 6231, to represent the Company before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Member, and to file any tax returns and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Member with respect to such tax matters or otherwise affect the rights of the Company and the Member.

13.2         Taxes of Taxing Jurisdictions. To the extent that the laws of any taxing jurisdiction require, each Member requested to do so by the Managers shall submit an agreement indicating that such Person shall make timely income tax payments to the taxing jurisdiction and that such Person accepts personal jurisdiction of the taxing jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest and penalties assessed on such income. If a Member fails to provide such agreement, the Company may withhold and pay over to such taxing jurisdiction the amount of tax, penalty, and interest determined under the laws of the taxing jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a distribution for purposes of Article 6.

13.3         Tax Matters Member.

(a)          Kendall Bertagnole shall be the Tax Matters Member of the Company pursuant to Code § 6231(a)(7), and shall be the exclusive spokesperson of the Company in the course of an audit or any litigation involving Company tax matters, to the extent so provided under applicable law. The Managers or the Tax Matters Member shall take such action as may be necessary to cause each Member to become a notice member within the meaning of section 6223 of the Code and shall keep each Member fully informed of material events in any administrative or judicial proceeding involving Company or Member tax matters. The Tax Matters Member, however, may not take any action contemplated by Code section 6222 through section 6233 without the unanimous consent of Members.

(b)          Any Person designated as Tax Matters Member shall discharge duties and exercise authority in a good faith effort to maximize the advantages accruing to the Company and its Members as a whole, rather than to any particular Member. The Tax Matters Member shall not be liable or responsible to the Company, to any current or former Member or transferee for any acts or failures to act or for loss or liability arising out of acts or failures to act, provided such action or failure to act was undertaken in good faith and within the scope of the Tax Matters Member’s authority, except for acts or omissions of gross negligence or reckless conduct, intentional misconduct, or a knowing violation of the law.

ARTICLE 14.
BOOKS, RECORDS AND ACCOUNTINGS

14.1         Generally. At the expense of the Company, the Company shall maintain records and accounts of all operations and expenditures of the Company on the cash basis of accounting. At a minimum the Company shall keep at its principal place of business, the following records:

(a)          A copy of its certificate of formation and all amendments thereto;

(b)          A copy of any Company agreement made in a record and any amendments made in a record to a Company agreement;

(c)          Unless contained in its certificate of formation, a statement in a record of:

(i)          The amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed to each member;

(ii)         The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made;

(iii)        Any right of any member to receive distributions which include a return of all or any part of the member’s contribution; and

(iv)        Any events upon the happening of which the Company is to be dissolved and its activities wound up;

(d)          A copy of the Company’s federal, state, and local tax returns and reports, if any, for the three most recent years;

(e)          A copy of any financial statements of the Company for the three most recent years;

(f)          A copy of any record made by the Company during the past three years of any consent given by or vote taken of any member pursuant to this chapter or the Company agreement;

(g)          A copy of the three most recent annual reports delivered by the Company to the Secretary of State;

(h)          A copy of any filed articles of conversion or merger; and

(i)          A copy of any certificate of dissolution or certificate or revocation of dissolution.

14.2         Member Inspection Request.

On ten days’ demand, made in writing received by the Company, a Member may inspect and copy, during regular business hours at the Company’s principal office, the records required by 14.1 of this article. The Member need not have any particular purpose for seeking the records. However, if the records contain information specified in subsection 14.3(a) of this article, the Company may substitute copies of the records that are redacted to protect information specified in subsection 14.3(a) of this article, unless the Member meets the requirements of subsection 14.4 of this article.

14.3         Member Inspection Subject to Additional Requirements.

During regular business hours and at a reasonable location specified by the Company, a Member may inspect and copy the following records of the Company if the Member meets the requirements of subsection 14.4 of this article:

(a)          A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any;

(b)          Excerpts from any meeting of the managers or members, and records of limited liability company action approved by the members or manager without a meeting; and

(c)          Accounting records of the limited liability company.

14.4         Additional Requirements for Member Inspection Under 14.3.

A member may inspect and copy the records described in subsection 14.3 of this article if:

(a)          The member seeks the records for a purpose reasonably related to the member’s interest in the limited liability company;

(b)          The member makes a written demand received by the limited liability company, describing with reasonable specificity the records sought and the purpose for seeking the records; and

(c)          The records sought are directly connected to the member’s purpose.

14.5         Company Response to Member Inspection Request.

Within ten days after receiving a demand pursuant to subsection 14.4 of this article, the Company in a record must inform the member that made the demand:

(a)          What records the Company will provide in response to the demand;

(b)          When and where the Company will provide the records; and

(c)          If the Company declines to provide any demanded records, the Company’s reasons for declining.

14.6         Reports. Within one hundred twenty (120) days after the end of each Fiscal Year, the Company shall prepare or cause to be prepared and shall send to each Person who was a Member or Transferee at any time during the Fiscal Year a balance sheet of the Company as of the end of the Fiscal Year and statements of income and expense, Members’ equity and changes in financial position for the year, a cash flow statement, and such other and additional reports as the Managers deem relevant. In addition, the Company shall forward to each Member or to any Person who was at any time during the year a Member or Transferee, such tax information as is necessary for the preparation by such Person of such Person’s federal and state income tax returns.

ARTICLE 15.
AMENDMENT

This Agreement may not be amended, restated or modified except in writing by Unanimous Vote of the Members. No Member shall be deemed to have any vested rights in this Agreement that cannot be modified through an amendment to this Agreement.

ARTICLE 16.
MISCELLANEOUS

16.1         Classification for Federal Income Tax Purposes. It is the intent of the Members that the Company be taxed as a partnership for United States federal income tax purposes.

16.2         Application of Washington Law. This Agreement, and any application or interpretation hereof, shall be governed exclusively by its terms and by the laws of Washington, and specifically the Act, without regard to Washington’s law governing conflicts of law.

16.3         Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

16.4         Counterparts. This Agreement may be executed in counterparts and delivered via facsimile, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

16.5         Dispute Resolution.

(a)          In General. Any dispute, controversy, claim or difference concerning or arising out of this Agreement or the rights or performance of any party under this Agreement, which parties includes, without limitation, the Company itself, (each, a “Dispute”) shall be resolved by the procedure set forth in Subsection 16.5(b).

(b)          Dispute Resolution Procedure. The parties to this Agreement, including, without limitation, the Company itself, agree to attempt to promptly resolve Disputes first by good faith communication with each other. If the parties are unable to so resolve the Dispute within ten (10) days of the first such communication, the parties shall engage in at least eight (8) hours of mediation before a mutually acceptable mediator (or, if the parties cannot agree upon a mediator, before a mediator appointed by the American Arbitration Association). If the parties are unable to resolve the Dispute through mediation, the Dispute shall be resolved in a court of applicable jurisdiction. The venue for any mediation or judicial action under this Agreement shall be in Spokane County, Washington, and all Members hereby submit to the jurisdiction of such courts.

16.6         Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations, or to implement the provisions hereof.

16.7         Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

16.8         Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

16.9         Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if (i) delivered personally to the Person or to an executive officer of the Person to whom the same is directed; (ii) sent by registered or certified mail, postage and charges prepaid, addressed to the last known address of such Person; (iii) delivered by facsimile or electronic transmission if verified by written or electronic record of transmission; or (iv) delivered by reputable overnight courier. If notice is sent pursuant to clause (ii) above, such notice shall be deemed effective on the third (3^rd) Business Day after the date on which the same was deposited in the mail. If notice is sent by any other means, the notice is effective when actually received.

16.10         Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any Member or the Company shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the Members or the Company may have by law, statute, ordinance or otherwise.

16.11         Severability. If for any reason any provision of this Agreement is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

16.12         Waivers in General. The failure of any Member or the Company to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

16.13         Waiver of Jury Trial. The Members acknowledge and agree to waive their respective rights to trial by jury of any contract or tort claim, counterclaim, cross-complaint, or cause of action in any action, proceeding, or hearing brought by any Member against the other on any matter arising out of or in any way connected with this Agreement.

16.14         Attorneys’ Fees. In the event a judicial action is instituted to enforce or determine the Members’ rights in connection with the Company or obligations arising out of this Agreement, the substantially prevailing party shall recover reasonable attorneys’ fees incurred in such proceeding from the party or parties who do not substantially prevail. The determination of who is the substantially prevailing party and the amount of reasonable attorneys’ fees to be paid to the substantially prevailing party shall be decided by the court, with respect to attorneys’ fees incurred prior to and during such proceedings.

16.15         Entire Agreement. This Agreement, the Certificate, and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Agreement, the Certificate, and such documents supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.

16.16         Conflict and Legal Representation; Waiver of Independent Legal Counsel. All parties to this agreement acknowledge that this agreement has been drafted by Lee & Hayes, PLLC, as legal counsel for the Company. Any other persons who become Members acknowledge that in becoming a Member of the Company, they are relying upon the advice of independent counsel in signing the agreement or have freely chosen not to seek such advice.

[signature pages follow]

MANAGERS SIGNATURE PAGE
TO
OPERATING AGREEMENT
OF

TRIBUS INNOVATIONS, LLC

IN WITNESS WHEREOF, the undersigned Managers of the Company have executed this Agreement both as Managers and on behalf of the Company.

MANAGER: KENDALL BERTAGNOLE

/s/ Kendall Bertagnole

MANAGER: JUAN C AYALA

/s/ Juan C Ayala

MANAGER: TOMMY MILLS

/s/ Tommy Mills

MEMBERS SIGNATURE PAGE
TO
OPERATING AGREEMENT
OF

TRIBUS INNOVATIONS, LLC

IN WITNESS WHEREOF, the undersigned Members of the Company have executed this Agreement.

MEMBERS:

/s/ Kendall Bertagnole

KENDALL BERTAGNOLE

/s/ Juan C Ayala

JUAN C AYALA

/s/ Tommy Mills

TOMMY MILLS

EXHIBIT A

MEMBER INITIAL CONTRIBUTIONS

TRIBUS INNOVATIONS, LLC

Member	Value of Contribution	Date Contributed	Type	Sharing Ratio
Kendall Bertagnole			Cash/IP		33.33	%
Juan C Ayala			Cash/IP		33.33	%
Tommy Mills			Cash/IP		33.33	%
Total					100	%

APPENDIX 1

CERTAIN TAX AND ACCOUNTING MATTERS

A.1    Accounting Definitions. The following terms, which are used predominantly in this Appendix 1, shall have the meanings set forth below for all purposes under this Agreement.

“Adjusted Deficit” means, with respect to any Member, the deficit balance, if any, in such Person’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a)          The Capital Account shall be increased by any amounts which such Person is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the next to the last sentences of Regulations §§ 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)          The Capital Account shall be decreased by the items described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Deficit is intended to comply with Regulation § 1.704-1(b)(2)(ii)(d) and must be interpreted consistently therewith.

“Capital Account” means the account maintained with respect to a Person determined in accordance with the provisions of Section A.2 of this Agreement.

“Company Minimum Gain” has the same meaning as “partnership minimum gain” as set forth in Regulations §§ 1.704-2(b)(2) and 1.704-2(d).

“Debt” means, with respect to any Person:

(a)          any indebtedness of such Person for borrowed money or deferred purchase price of Property, whether or not evidenced by a note, bond, or other instrument;

(b)          obligations of such Person as lessee under any capital leases treated as a debt for federal income tax purposes;

(c)          obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on any Property owned or held by such Person, whether or not such Person has assumed or become liable for the obligations secured thereby; or

(d)          any other liabilities of such Person (contingent or otherwise) as assumed or taken subject to by the Company.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year, except that (a) with respect to any asset the Gross Asset Value of which differs from its adjusted tax basis for federal income tax purposes at the beginning of such Fiscal Year and which difference is being eliminated by use of the “remedial method” as defined by § 1.704-3(d) of the Regulations, Depreciation for any such Fiscal Year shall be the amount of book basis recovered for such Fiscal Year under the rules prescribed by § 1.704-3(d)(2) of the Regulations and (b) with respect to any other asset the Gross Asset Value of which differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted basis; provided, however, that in the case of clause (b) above, if the adjusted tax basis for federal income tax purposes of an asset at the beginning of such Fiscal year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

Appendix 1, Page 1

“Gross Asset Value” means the adjusted basis of an item of Property for federal income tax purposes, except as follows:

(a)          The initial Gross Asset Value of the Property (if any) contributed by the Initial Members is set forth in Exhibit A and the initial Gross Asset Value of any Property subsequently contributed by a Member to the Company shall be the gross fair market value of such Property, as determined by the Members.

(b)          The Gross Asset Values of items of such Property shall be adjusted to equal the gross fair market value of such Property, as determined by the Members, as of the following times:

(1)         the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Contribution;

(2)         the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest in the Company;

(3)         the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a non Member acting in a Member capacity or in anticipation of becoming a Member; and

(4)         the liquidation of the Company within the meaning of Regulation § 1.704-l(b)(2)(ii)(g);

(c)          The Gross Asset Values of such Property shall be increased or decreased to reflect any adjustments to the adjusted basis of such Property pursuant to Code § 734(b) or Code § 743, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation § 1.704-1(b)(2)(iv)(m) and paragraph (f) of the definition of “Profits” and “Losses”; provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (c) to the extent the Manager determines that an adjustment pursuant to the preceding paragraph (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to Regulation § 1.704-1(b)(2)(iv)(m), and provided further, that in all events the Gross Asset Value of cash and any cash equivalent shall be the dollar amount thereof.

If the Gross Asset Value of an item of Property has been determined or adjusted pursuant to the preceding paragraphs (a) or (b), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such item of Property for purposes of computing Profits and Losses in accordance with Regulation Section 1.704-1(b)(2)(iv)(g).

“Issuance Items” means any income, gain, loss or deduction realized as a direct result of the issuance of an interest by the Company to a Person.

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“Member Nonrecourse Debt” has the same meaning as “partner nonrecourse debt,” as set forth in Section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if that Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulation § 1.704-2(i)(3).

“Member Nonrecourse Deductions” has the same meaning as “partner nonrecourse deductions,” as set forth in Regulations §§ 1.704-2(i)(1) and 1.704-2(i)(2).

“Nonrecourse Liability” is defined in Regulation § 1.704-2(b)(3).

“Profits” and “Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)          Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable income or loss;

(b)          Any expenditures of the Company described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Regulation § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be subtracted from such taxable income or loss;

(c)          In the event the Gross Asset Value of any Company Property is adjusted pursuant to this Agreement, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such Property for purposes of computing Profits or Losses;

(d)          Gain or loss resulting from any disposition of Company Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(e)          In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, Depreciation for the relevant Fiscal Year shall be taken into account, computed as provided in this Agreement;

(f)          To the extent an adjustment to the adjusted tax basis of any Company Property pursuant to Code § 734(b) or Code § 743(b) is required pursuant to Regulation § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Person’s Economic Rights, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the Property and shall be taken into account for purposes of computing Profits or Losses; and

(g)          Notwithstanding any other provision of this Agreement, any items that are specially allocated pursuant to Sections 7.2 and 7.3 of this Agreement and Section A.4 of this Appendix 1 shall not be taken into account in computing Profits or Losses.

Appendix 1, Page 3

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections A.3 or A.4 of this Appendix 1 shall be determined by applying rules analogous to those set forth in the preceding paragraphs (a) through (f).

A.2         Maintenance of Capital Accounts. The Company shall establish and maintain Capital Accounts with respect to each Member. The initial Capital Accounts of the Initial Members shall be the initial Contribution amounts of the Initial Members. Thereafter, Capital Accounts shall be maintained in accordance with the following:

(a)          Increases. Each Member’s Capital Account shall be increased by any additional capital contributed by such Person, such Person’s distributive share of Profits and any items in the nature of income or gain that are specially allocated pursuant to this Agreement, and the amount of any Company liabilities assumed by such Person or that are secured by any Property distributed to such Person.

(b)          Decreases. Each Member’s Capital Account shall be decreased by the amount of cash and the Gross Asset Value of any Company Property (other than cash) distributed to such Person pursuant to any provision of this Agreement, such Person’s distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to this Agreement, and the amount of any Debt of such Person assumed by the Company or that is secured by any Property contributed by such Person to the Company.

(c)          Revaluation of Property. Upon (i) the acquisition of any additional interest in the Company by any new or existing Member in exchange for more than a de minimis Contribution, (ii) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest of the Company; (iii) or the liquidation of the Company within the meaning of Regulation § 1.704-1(b)(2)(ii)(g); any revaluation gain or loss shall be allocated to the Capital Accounts of the Members with Capital Accounts in the same manner as if the Company Property had been sold. In each case where there is an adjustment to Capital Accounts by reason of a revaluation of Company Property on the Company’s books, the Capital Accounts shall also be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations for allocations to them of depreciation, depletion, amortization, and gain or loss, as computed for book purposes, with respect to such Property.

(d)          Distribution of Assets. If the Company at any time distributes any of its Property in-kind to any Member, the Capital Accounts shall be adjusted to account for that Person’s allocable share of the Profits or Losses, as determined pursuant to this Agreement, that would have been realized by the Company had it sold the Property that was distributed at its fair market value immediately prior to its distribution.

(e)          Sale or Exchange of Interest. In the event of a Transfer of all or a portion of a Person’s Economic Rights in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the Person to the extent it relates to the Transfer of such Person’s Economic Rights.

(f)          Compliance with Code § 704(b). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulation § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Members determine that it is prudent to modify the manner in which the Capital Accounts, or any adjustments thereto (including, without limitation, adjustments relating to Debt which is secured by Contributions or distributed Property or which is assumed by the Company or Members), are computed in order to comply with such Regulations, the Members may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to ARTICLE 11 upon the dissolution of the Company. Notwithstanding anything herein to the contrary, this Agreement shall not be construed as creating a deficit restoration obligation or otherwise personally obligate any Member to make a Contribution.

Appendix 1, Page 4

A.3        Other Allocation Rules

(a)          For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Members using any permissible method under Code § 706 and the Regulations thereunder.

(b)          All allocations to the Members shall, except as otherwise provided, be divided among them in proportion to the Sharing Ratios of each.

(c)          The Members are aware of the income tax consequences of the allocations made by this Article and hereby agree to be bound by this Article in reporting their shares of Company income and loss for income tax purposes.

(d)          Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulation § 1.752-3(a)(3), the Members’ interests in Company Profits shall be in the same proportion as their Sharing Ratios.

(e)          To the extent permitted by Regulation § 1.704-2(h)(3), the Company and Members shall endeavor to treat distributions as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Deficit for any Member.

A.4     Tax Allocations: Code § 704(c). Except as provided in this Section A.4, each item of income, gain, loss, deduction or credit for federal income tax purposes that corresponds to an item of income, gain, loss or expense that is either taken into account in computing Profits or Losses or is specially allocated pursuant to Section 7.2 or Section 7.3 (a “Book Item”) shall be allocated among Persons in the same proportion as the corresponding Book Item is allocated among them pursuant to Sections 7.2 or 7.3. In accordance with Code § 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with this Agreement).

In the event the Gross Asset Value of any Company Property is adjusted pursuant to this Agreement, subsequent allocations of income, gain, loss, and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code § 704(c) and the Regulations thereunder.

Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

A.5     Limitation on Losses. The Losses allocated to a Person shall not exceed the maximum amount of Losses that can be so allocated without causing any Person to have an Adjusted Deficit at the end of any Fiscal Year. In the event some but not all of the Persons with Capital Accounts would have Adjusted Deficits as a consequence of an allocation of Losses pursuant to this Section, the limitation set forth in this paragraph shall be applied on a Person by Person basis so as to allocate the maximum permissible Losses to each Person under Regulation § 1.704-1(b)(2)(ii)(d).

Appendix 1, Page 5