PART II AND III

Part II

OFFERING CIRCULAR

Advanced Fuel Technologies Ltd.

999 18^th Street, Suite 3000

Denver, CO 80202

(719) 399-3205

Dated: _____________ __, 2017

The Offering Circular relates to the proposed issuance by the Company of up to 50,000,000 shares of Common Class A Stock (“Shares”), having $0.001 par value per share, to be issued by Advanced Fuel Technologies Ltd. (the “Company,” “we,” “us,” or “our”). Subscribers will be required to tender cash funds for their shares. The Shares are priced at $0.50/share. We are a start-up alternative fuel product manufacturer/supplier. Our principal offices are located at 999 18^th Street, Suite 3000, Denver, CO 80202. The phone number for these offices is (719) 399-3205.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

We intend to commence the offering of these securities promptly after the date this Offering Circular is qualified. There is no minimum investment amount and no escrow of subscribed funds provided. The Offering will close upon full subscription or in the discretion of Management.

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

See Item 14, “Securities Being Offered” on page 41 for more information and descriptions of the Shares.

Our Common Class A Stock and Convertible Preferred Class A Stock shares are mentioned in this Offering Circular where we disclose our Corporation’s capital structure. We have not issued any Common Class A Stock shares as of the effective date of this Offering Circular. 28,500,000 Convertible Preferred Class A Stock shares have been issued.

COMMON STOCK CLASS A:

	Price to public	Underwriting discount and commissions	Proceeds to issuer	Proceeds to other persons
Per share/unit:	$0.50	$0	$25,000,000	$0
Total minimum:	$0	$0	$0	$0
Total Maximum	$25,000,000	$0	$25,000,000	$0

Our Board of Directors used its business judgment in setting a value of $0.50 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES AND FINANCIAL RISK TOLERANCE LEVEL. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“COMMISSION” OR ”SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO REGULATION “A+” OF THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER QUALIFY UNDER THE REGULATION.

Item 2: TABLE OF CONTENTS:

SUMMARY	2
RISK FACTORS	5
DILUTION	28
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS (No Selling Stockholders)	29
USE OF PROCEEDS	29
ADVANCED FUEL TECHNOLOGIES LTD – DESCRIPTION OF BUSINESS	29
LEGAL MATTERS	35
DESCRIPTION OF PROPERTY	35
MANAGEMENT’S DISCUSSION, ANALYSIS OF FINANCIAL CONDITION, PLAN OF OPERATIONS	36
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	39
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	41
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS	41
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	41
SECURITIES BEING OFFERED	41
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	46
Index to Financial Statements	F-1

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Item 3. SUMMARY AND RISK FACTORS

SUMMARY

We are a Wyoming start-up alternative fuel business corporation with an office, initially, in Denver, Colorado. Our product is known as “bio-oil.” The trade name of our bio-oil product is “AFT-inside.” We have a Memorandum of Understanding (“MOU” – an exhibit hereto) in place with a Canadian company, Lux Biologics Ltd (“Lux Bio”). Upon purchase of half of Lux Bio’s capital stock (“common shares” - pursuant to the MOU; with first proceeds of this offering, if any), we will have secured the formula of raw materials we plan to use for production of our bio oil through corporate laboratory tests in the research and development (“R&D”) program conducted with Lux Bio. Bio-oil is a component of biodiesel. Our plan is to manufacture crude bio-oil in fermenters and provide “feed stock” bio-oil to biodiesel companies. The world consumption of distillate fuel oil is contained in the graph that follows.

Source: United States Energy Information Administration

Distillate Fuel Oil Definition: A general classification for one of the petroleum fractions produced in conventional distillation operations. It includes diesel fuels and fuel oils. Products known as No. 1, No. 2, and No. 4 diesel fuel are used in on-highway diesel engines, such as those in trucks and automobiles, as well as off-highway engines, such as those in railroad locomotives and agricultural machinery.

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If we, as an industry, are to replace all these barrels of diesel with even just 10% of bio-oil to be converted to biodiesel, it would take hundreds more existing facilities that transform bio-oil to biofuel.

Here is another graph showing Bio-Diesel consumption:

Source: United States Energy Information Administration

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Biodiesel Definition: A fuel typically made from soybean, canola, or other vegetable oils; animal fats; and recycled grease. It can serve as a substitute for petroleum-derived diesel or distillate fuel. For EIA reporting (US Energy Information Administration), it is a fuel composed of mono-alkyl esters of long chain fatty acids derived from vegetable oils or animal fats, designated B100, and meeting the requirements of ASTM (American Society for Testing materials) D 6751.

Our plan is to provide bio-oil made from fermenters (at as near a constant price as possible) in order to help fulfill the demand for biodiesel fuel in regions we operate within.

Funds permitting, fermenters will be manufactured, installed and utilized to ferment our lipid production (the process of producing our bio-oil). Lipids are a group of naturally occurring molecules that include fats, waxes, sterols, fat-soluble vitamins (such as vitamins A, D, E, and K), monoglycerides, diglycerides, triglycerides, phospholipids, and others. Funds allowing, we anticipate our initial fermenting facility in the United States will have twelve (12) fermenters, each with a capacity of approximately 66,043 gallons. The raw materials for our bio-oil are carbon biodegradable molecules. We plan to obtain the raw materials from residue from the transformation of oil into biodiesel and from any agricultural byproduct that will be tested for carbon biodegradable molecules.

Our goal and intention is to raise money hereby to be utilized for operating capital and to build at least one bio-oil fermenting facility in the State of Colorado in the United States with a minimum annual capacity of 792,516 gallons (approximately 3 million liters) for distribution anywhere we are able to establish customer orders; primarily in North America. Upon full subscription hereof, our plan is to build a second bio-oil fermenting facility of like capacity on the east coast of the United States.

We have a Memorandum of Understanding (“MOU”) for the acquisition of Lux Biologics Limited, a Canadian corporation (“Lux Bio”). Funds from this Regulation A+ offering allowing, we are purchasing half of the common shares in Lux Bio for $1.5 million. We also have the option to purchase the other half of the issued and outstanding Lux Bio common shares from its founder, Mr. Julien Peloquin, for $1.5 million, expiring the end of April, 2018. Once we purchase the Lux Bio stock, it will be Lux Bio’s responsibility, under the direction of Mr. Peloquin, to build the fermenter facility in Canada to be used by us. This purchase also includes what we refer to as the “know how” to build and operate our planned fermenters, exclusive to us. The MOU is included herewith as an exhibit, as is Mr. Peloquin’s declaration that he owns the only issued and outstanding shares of Lux Bio and the company will not issue other common shares during the pendency of the MOU.

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If we are successful in acquiring the Lux Bio common shares, we believe the acquisition would provide the platform and window of technology that will help prove that our bio-oil model is efficient and effective. Lux Bio, spearheaded by Mr. Peloquin, has promoted and financed the bio-oil project to date in Quebec and Ontario, Canada. This planned acquisition would add to the fundamentals necessary to assist in making the project viable at an accelerated pace (than without the acquisition).

RISK FACTORS

Investment in our Common Class A Stock involves a high degree of risk. We expect to be exposed to some or all of the risks described below in our future operations. Any of the risk factors described below, as well as additional risks of which we are not currently aware, could affect our business operations and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks that would compound the adverse effect of such risks on our business, results of operations, financial condition, cash flow and prospects.

Risks Related to Our Business

Our business is technology and “know how” driven and we depend on this to develop a strong brand, and if we are not able to create, maintain and enhance our brand, our ability to gain our base of customers will be impaired and our business and operating results will be harmed.

We believe that the brand identity that we hope to develop will significantly contribute to the success of our future business. We also believe that creating, maintaining and enhancing our AFT-inside brand will be critical to creating our base of customers. Creating and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brand, or if we incur excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. Creating, maintaining and enhancing our brand will depend largely on our ability to become a leader in our industry and to continue to provide high quality products and services, which we may not do successfully. To date, we have engaged in no direct brand promotion activities. This enhances the risk that we may not successfully implement brand enhancement efforts in the future.

In addition, if we are not able to purchase half an interest in the Canadian company, Bio Lux (for $1.5 million), in a timely fashion in accordance with the terms of the MOU, then the “know how” to build and operate our fermenters will not be available to us and we will have to look elsewhere for technical assistance.

Our business is dependent upon our ability to attract and retain key personnel.

We are highly dependent on members of our Management. Competition for talented management and staff is, and will continue to be, intense. Our ability to attract and retain the highest quality management team is critical to our business, results of operations, financial condition and cash flow. A downturn in the performance of our Management could adversely affect our ability to attract and retain other key personnel. Our failure to attract and retain key personnel, including bio oil technical experts, could have a negative impact on our ability to manage effectively and grow our business.

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If we fail to retain our initial customers, or add new ones, our revenue, financial results, and business may be significantly harmed.

The size of our customer base and sales volume of our products are critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active customers. There is no guarantee that we will be able to establish, grow and maintain our active customer base or sales levels over time (if at all). A decrease in customer retention, growth, or engagement may have a material and adverse impact on our revenue, business, financial condition, and results of operations. Any number of factors could potentially negatively affect user retention, growth, and engagement, including if:

· customers increasingly engage with competing products;

· we fail to introduce new and improved products or if we introduce new products or services that are not favorably received;

· we are unable to continue to develop products that achieve a high level of market acceptance;

· there are changes in customer sentiment about the quality or usefulness of our products or concerns related to, safety, security, or other factors;

· we are unable to manage and prioritize information to ensure customers are presented with product-related information that is useful and relevant to them;

· there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees;

· technical or other problems prevent us from delivering our products in a rapid and reliable manner;

· we fail to provide adequate customer service to customers, or advertisers; or

· If we are unable to maintain and increase our customer base, our revenue, financial results, and future growth potential may be adversely affected.

Our business and operations may experience rapid growth. If we fail to manage our growth, our business and operating results could be harmed and we may have to incur significant expenditures to address the additional operational and control requirements of this growth.

We may experience rapid growth in our sales and operations, which may place significant demands on our management, operational and financial infrastructure. If we do not manage our growth, the quality of our products and services could suffer, which could negatively affect our brand and operating results. To manage this growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management resources. If the improvements are not implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues, which could harm our financial position. The required improvements may include:

· Enhancing our information and communication systems to attempt to optimize proper service to our customers.

· Enhancing systems of internal controls to ensure timely and accurate reporting of all of our operations.

· Documenting all of our information technology systems and our business processes for our ad systems and our billing systems.

· Improving our information technology infrastructure.

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If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock (if such a public market is established).

Expansion into international markets may be important to our long-term success, and our inexperience in the operation of our business inside and outside the United States (“USA”) increases the risk that our international expansion efforts will not be successful.

We have no experience to date with operations inside and outside the USA. Expansion into international markets requires Management’s attention and resources. In addition, we face the following additional risks associated with our expansion outside the USA:

· Challenges caused by distance, language and cultural differences.

· Longer payment cycles in some countries.

· Credit risk and higher levels of payment fraud.

· Legal and regulatory restrictions.

· Currency exchange rate fluctuations.

· Foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.

· Political and economic instability and export restrictions.

· Potentially adverse tax consequences.

· Higher costs associated with doing business internationally. 

· These risks could harm our international expansion efforts, which would in turn harm our business and operating results.

Our business may become competitive. Competition could present an ongoing threat to the success of our business.

There are no “direct” competitors, that we are aware of, producing bio- oil in fermenters or any other method. Our “competition” is the business of agriculture and the commodity (raw material) being used, for example - soybean oil, is too expensive to transform into an affordable biodiesel. Potential competitors could go to third world countries and attempt to use the cheap labor and raw materials to produce the bio-oil. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become subject to direct competition (other entities getting into the bio-oil business).

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Some of our potential competitors may have significantly greater resources and better competitive positions in certain markets than we do. They may be more established and possess longer operating histories with significantly more financial resources. These factors may allow our potential competitors to respond more effectively than us to new or emerging technologies and changes in market requirements. They may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. As a result, our potential competitors may acquire and engage customers at the expense of the growth or engagement of our customer base (if we are able to develop one), which may negatively affect our business and financial results.

We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:

· the usefulness, ease of use, performance, and reliability of our products compared to those of potential competitors;

· the quality of our Management, bio oil technical experts we hire, and marketing efforts;

· the size and composition of our customer base;

· growth in sales of our products;

· the timing and market acceptance of products, including developments and enhancements to our or our potential competitors’ products;

· our ability to monetize our products;

· the frequency, size, and relative prominence of the advertising and other promotional content displayed by us or our potential competitors;

· customer service and support efforts;

· marketing and selling efforts;

· our ability to establish and maintain interest in our brand;

· changes mandated by legislation, regulatory authorities, or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on us;

· acquisitions or consolidation within our industry, which may result in formidable competitors;

· our ability to attract, retain, and motivate talented employees and management personnel;

· our ability to manage and grow our operations cost-effectively; and

· our reputation and brand strength relative to our potential competitors.

If we are not able to compete effectively over time, our customer base and level of customer engagement may decrease, which could make us less attractive to others and materially and adversely affect our revenue and results of operations.

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If we were to lose the services of our management team, we may not be able to execute our business strategy.

Even though our management team does not have direct bio-oil industry experience, we believe they have many strengths and attributes enhancing our operations and plans. Our future success depends in a large part upon the continued service of key members of our management team. All of our executive officers and key employees are, and will likely be, at-will employees, and we do not plan to maintain any key-person life insurance policies. The loss of any of our Management or key personnel could seriously harm our business. Our key management team members do not have non-compete agreements in place and are free to leave the Company and work for others. There are non-disclosure and confidentiality agreements in place with Management and will be for employees (as they are hired).

We have no operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have no operating history. You must consider our business and prospects in light of the risks and difficulties we will encounter as an early-stage company in a new and rapidly evolving market. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results.

Interruption or failure of our production technology and/or product storage/delivery systems could impair our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

Provision of our products and services will depend on the continuing operation of our production technology and storage/delivery systems. Any damage to or failure of our systems could result in interruptions in our operations. Interruptions in our operations could reduce our revenues and profits, and our brand could be damaged if people believe we are unreliable. Our operations are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Our offices and facilities are also subject to break-ins, sabotage and intentional acts of vandalism, and to potential disruptions if the operators of these facilities have financial difficulties. Our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our location(s) could result in lengthy interruptions in our operations.

We may experience operational failures in the future. Any unscheduled interruption in our operations will put a burden on our entire organization and would result in an immediate loss of revenue. If we experience frequent or persistent operational failures, our reputation and brand could be permanently harmed. The steps we will take to increase the reliability and redundancy of our operations may be expensive, may reduce our operating margin and may not be successful in reducing the frequency or duration of unscheduled downtime.

If we are unable to create, maintain, train and build an effective sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

Initially, and as (if) we grow, we may not be able to secure sales personnel or organizations that are adequate in number or expertise to successfully market and sell our brand and products on a local, regional, national, North American or global scale. If we are unable to establish and expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary to commercialize our brand in our intended markets, we will need to contract with third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be able to garner and then increase our revenue, may generate increased expenses, and may not be profitable.

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Acquisitions could result in operating difficulties, dilution and other harmful consequences.

We do not have direct experience acquiring companies. We can expect to evaluate a wide array of potential strategic transactions. From time to time, we may engage in discussions regarding potential acquisitions. Any of these transactions could be material to our financial condition and results of operations. In addition, the process of integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures and is risky. The areas where we may face risks include:

· the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies.

· diversion of management time and focus from operating our business to acquisition integration challenges.

· cultural challenges associated with integrating employees from the acquired company into our organization.

· retaining employees from the businesses we acquire.

· the need to integrate each company’s accounting, management information, human resource and other administrative systems to permit effective management.

Foreign acquisitions (if any) involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. Also, the anticipated benefit of many of our potential acquisitions may not materialize. Future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms or at all.

We could become subject to commercial disputes that could harm our business by distracting our Management from the operation of our business, by increasing our expenses and, if we do not prevail, by subjecting us to potential monetary damages and other remedies.

From time to time we could be engaged in disputes regarding our business transactions. These disputes could result in monetary damages or other remedies that could adversely impact our financial position or operations. Even if we prevail in these disputes, they may distract Management from operating our business and the cost of defending these disputes would reduce our operating results.

We have to keep up with rapid technological change to remain competitive in our rapidly evolving industry.

Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our operations to evolving industry standards and to improve the performance and reliability of our operations. Our failure to adapt to such changes would harm our business. New technologies and advertising media coverage could adversely affect us. In addition, the widespread adoption of new Internet, networking or telecommunications or other technological changes could require substantial expenditures to modify or adapt our operations, facilities or infrastructure.

Our business partially depends on increasing use of the Internet by potential customers searching for information regarding our products. If our Internet infrastructure is not established properly and is not maintained to support these activities, our business will be harmed.

Our success will partially depend on the continued growth and maintenance of an Internet infrastructure providing information to potential customers and our online “followers” (those who are interested in our Company and products but are not actual customers). This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable Internet contact and information to our followers, customers and potential customers. Internet infrastructure may be unable to support the demands placed on it if the number of Internet users seeking information about us and our products continues to increase, or if existing or future Internet users access the Internet more often or increase their bandwidth requirements. In addition, viruses, worms and similar programs may harm the performance of our promotional/informational efforts on the Internet. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as our ability to provide information about our operations and products.

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The concentration of our capital stock ownership with our Founders, Executive Officers and our Directors and our affiliates will limit your ability to influence corporate matters.

Our Common Class A Stock has one vote per share. No Common Class A Stock has been issued as of the effective date of this Offering Circular. Our Convertible Preferred Class A Stock has 10 votes per share. As of the date of this Offering Circular, 28,500,000 Convertible Preferred Class A Stock shares have been issued to Founders and Management. At 10 votes per share, our preferred stockholders have voting control of the Company and our common stockholders, as a group, will not be, nor have the prospect of becoming, controlling shareholders. This concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of our Common Class A Stock could be adversely affected.

It may not be possible to renew or replace key commercial agreements on similar or better terms, or attract new customers.

If we fail to attract, renew or replace key commercial agreements on similar or better terms (such as our ability to purchase our product raw materials/ingredients), we could experience higher prices or a lack of customers needed to succeed. Such a reduction in our customer base could have a material adverse effect on our overall revenue and our ability to compete in our industry.

As part of our business plan, we intend to establish and grow our customer base by developing our geographic and product categorized approach, which will include emphasis on obtaining locally-sourced raw materials/ingredients for our products, and serving local customers (at least initially). We may not be able to execute our business plan successfully in promoting our brand to attract customers. We cannot assure you that we will be successful in implementing our business plan or that any product sales revenue to occur at all.

Negotiation and pricing of product sales contracts are subject to customer approval and those contracts may change in the future.

We may not be able to negotiate product sales contract that are favorable to us. Sales contracts will likely change in the future as our costs of doing business fluctuate. Our ability to negotiate favorable product sales contracts will be critical to the success of our operations and financial “bottom line.”

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

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees and management personnel is intense. Our ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

We will have in place (what we believe will be) a rigorous, highly selective and time-consuming hiring process. As (and if) we grow, our hiring process may prevent us from hiring the personnel we need in a timely manner. In addition, as we (and if we) become a more mature company, we may find our recruiting efforts more challenging. The incentives to attract, retain and motivate employees provided by future arrangements, such as through cash bonuses, may not be as effective as we would desire. If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may be unable to grow effectively.

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The markets in which we operate could become highly competitive, both within the USA and internationally, and increased competition could affect our ability to be profitable.

We will likely face competition from other companies in the USA, North America and worldwide (should we establish markets there). If alternative fuels, such as our products, continue to grow in popularity and consumption, the resources of potential competitors will likely increase and they could commence bio-oil production. The increase in competition could have a material adverse effect on our revenues and our overall business, results of operations, financial condition and cash flow.

 Our digital media strategy is unproven and may not generate the revenue we anticipate.

We will attempt to create and maintain contact with (potentially) a global follower/customer base through a number of digital and other media channels, including the Internet and social media. While we may attract a significant number of followers/customers to our digital media assets, including our website, the future revenue and income potential of business operations is uncertain. You should consider our business and prospects in light of the challenges, risks and difficulties we may encounter in this new and rapidly evolving market, including:

· our ability to provide product information through our website and digital media strategy;

· our ability to create a global follower/customer base, build our follower/customer base and increase engagement with our followers and customers through our website and digital media assets;

· our ability to enhance the content/information offered through our website and digital media assets and increase our follower/customer base;

· our ability to generate revenue from eventual product sales through interaction with our followers/customers through our website and digital media assets;

· our ability to attract sponsors and advertisers, to retain such sponsors and advertisers and demonstrate that our website and digital media assets are working to deliver value to them;

· our ability to identify and capitalize on new digital media business opportunities; and

· our ability to compete with competitors for followers/customers' time and Internet focus.

In addition, as we attempt to establish our website and expand our digital and other media channels, including the Internet and social media, revenue from our business sectors may decrease, including our product sales revenue, due in part to digital media strategy or operational difficulties or failure. Failure to address these risks and difficulties could affect our overall business, financial condition, results of operations, cash flow, liquidity and profitability.

We could be negatively affected if we fail to protect follower account information.

We will collect and process personal data (including name, address, age, bank details and other personal data) from our followers, customers, suppliers, business contacts and employees as part of the operation of our business (including online promotion and advertising), and therefore we must comply with data protection and privacy laws in various countries and jurisdictions where our customers and others reside. Those laws impose certain requirements on us in respect of the collection, use and processing of personal information relating to our customers and others. In addition, we are exposed to the risk that the personal data we control could be wrongfully accessed and/or used, whether by employees, followers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to process such personal data in a lawful or secure manner or if any theft or loss of personal follower data were to occur, we could face liability under data protection laws, including requirements to destroy customer information or notify the people to whom such information relates of any non-compliance as well as civil or criminal sanctions. This could also result in the loss of the goodwill of our followers/customers and deter new followers/customers. Each of these factors could harm our business reputation, our brand and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects. 

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Inability to renew our insurance policies could expose us to significant losses.

We plan to insure against Officer/Director liability for members of our management team (assuming available funding from the proceeds of this Offering). When any of our planned or existing insurance policies expire, it may not be possible to renew them on the same terms, or at all. In such circumstances, some of our businesses and/or assets may be uninsured. If any of these uninsured businesses or assets were to suffer damage, we could suffer a financial loss. An inability to renew insurance policies covering our management or other valuable assets could expose us to significant losses.

Our business is subject to a variety of USA and foreign laws, which could subject us to claims or other remedies based on the nature and content of the information displayed by our products and services, and could limit our ability to provide information regarding regulated industries and products.

The laws relating to the liability of providers of online services or promotion for activities of their users are currently unsettled both within the USA and abroad. Claims could be threatened and filed under both USA and foreign law for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated for dissemination by us. If one of these complaints results in liability to us, it could be potentially costly, encourage similar lawsuits, distract management and harm our reputation and possibly our business. In addition, increased attention focused on these issues and legislative proposals could harm our reputation or otherwise affect the growth of our business.

We also face risks associated with international data protection. The interpretation and application of data protection laws in Europe and elsewhere are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which in turn could have a material effect on our business.

The application to us of existing laws regulating or requiring licenses for certain businesses of our advertisers, including, for example, distribution of alternative fuel products, can be unclear. Existing or new legislation could expose us to substantial liability, restrict our ability to deliver content to our followers/customers, limit our ability to grow and cause us to incur significant expenses in order to comply with such laws and regulations.

Several other federal laws, state, Canadian provincial and other foreign jurisdictions could have an impact on our business (production, storage, sale and transmission/transport of our products). Compliance with these laws and regulations is complex and may impose significant additional costs on us.

We also face risks from legislation that could be passed in the future. Compliance with these laws and regulations is complex and may impose significant additional costs to us that may affect our ability to be profitable.

To the extent our revenues are paid in foreign currencies, and currency exchange rates become unfavorable, we may lose some of the economic value of the revenues in U.S. dollar terms.

As (if) we expand our international operations, more of our customers may pay us in foreign currencies. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates. If the currency exchange rates were to change unfavorably, the value of net receivables we receive in foreign currencies and later convert to U.S. dollars after the unfavorable change would be diminished. This could have a negative impact on our reported operating results. Hedging strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures, that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations. Additionally, hedging programs expose us to risks that could adversely affect our operating results, including the following:

· We have no experience in implementing or operating hedging programs. Hedging programs are inherently risky and we could lose money as a result of poor trades.

· We may be unable to hedge currency risk for some transactions because of a high level of uncertainty or the inability to reasonably estimate our foreign exchange exposures.

· We may be unable to acquire foreign exchange hedging instruments in some of the geographic areas where we do business, or, where these derivatives are available, we may not be able to acquire enough of them to offset our exposure.

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We may be subject to regulatory investigations and settlements in the future, which could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.

From time to time, we may receive inquiries from regulators regarding our compliance with laws and other matters. It is possible that a regulatory inquiry might result in changes to our policies or practices. Violation of existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations. In addition, it is possible that future orders issued by, or enforcement actions initiated by, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

Our plan is to trademark our brand, AFT-inside, and obtain copyright and/or patent protection for production formulas (if we decide these are needed). If we are successful in acquiring the Canadian company, Bio Lux, trademarks and other intellectual property protections will be included.

Our trademarks, trade secrets, copyrights and all of our other intellectual property rights will be important assets for us. There are events that are outside of our control that could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

We also seek to maintain certain intellectual property as trade secrets. The secrecy could be compromised by third parties, or intentionally or accidentally by our employees, which would cause us to lose the competitive advantage resulting from these trade secrets.

We are, and may in the future be, subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies in the future.

Companies in the alternative fuel industry own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.

With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand and operating results.

From time to time, we might receive notice letters from patent holders alleging that certain of our products and services infringe their patent rights. Some of these could result in litigation against us. Companies could also file trademark infringement and related claims against us over the display of ads in response to user queries that include trademark terms. The outcomes of these lawsuits could differ from jurisdiction to jurisdiction and negative outcomes could affect our operating results and potential profitability.

Defending lawsuits could take time and resources. Adverse results in these lawsuits may result in, or even compel, a change in internal controls or current practices could result in a loss of revenue for us, which could harm our business.

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Our financial results will fluctuate from quarter to quarter, which makes them difficult to predict.

Our quarterly financial results will fluctuate in the future. Additionally, as a start-up enterprise, we have no operating history, which makes it difficult to forecast our future results. You should take into account the risks and uncertainties frequently encountered by start-up companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

· our ability to maintain and grow our customer base;

· our ability to attract and retain customers in a particular period;

· seasonal fluctuations in spending by our customers;

· the number of ads or promotion shown to potential and existing customers;

· the pricing of our ads/promotions and products;

· our ability to increase product sales revenue;

· the diversification and growth of revenue sources beyond currently planned advertising/promotional efforts;

· the development and introduction of new products or services by us or our competitors;

· increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to be competitive;

· our ability to have gross margins and operating margins;

· our ability to obtain equipment and technology in a timely and cost-effective manner;

· system failures or breaches of security or privacy;

· adverse litigation judgments, settlements, or other litigation-related costs;

· changes in the legislative or regulatory environment, including with respect to privacy (our website and digital media) and our products, or enforcement by government regulators, including fines, orders, or consent decrees;

· fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies (if any);

· fluctuations in the market values of any future potential portfolio investments and in interest rates;

· changes in USA generally accepted accounting principles (“GAAP”); and

· changes in business or macroeconomic conditions.

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We expect our costs to grow quickly, which could harm our business and profitability.

If we secure adequate funding, providing our products to our customers will be costly and we expect our expenses to increase in the future as we plan to broaden our customer base, as followers/customers increase the number of connections and amount of data they share with us, as we develop and implement new product features that require more operational infrastructure, and as we hire additional employees. We expect our costs to increase each year due to these factors and we expect to continue to incur increasing costs, in particular for employees, digital media servers, product manufacturing, storage, and transport to customers, power, and data centers, to support our anticipated future growth. We expect to invest in our planned global infrastructure (if plans and financial resources allow) in order to provide our products rapidly and reliably to all customers wherever located, including in countries where we do not expect significant short-term monetization. Our expenses may be greater than we anticipate, and our procurements/investments to make our business and our technical infrastructure more efficient may not be successful. In addition, we may increase marketing, sales, and other operating expenses in order to grow and expand our operations and to remain competitive. Increases in our costs may adversely affect our business and profitability.

Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption in our service could damage our reputation, result in a potential loss of customers, and adversely affect our financial results.

Our reputation and ability to attract, retain, and serve our customers is/will be dependent upon the reliable performance of our business operations and our underlying technical infrastructure (both for our digital media programs and product production and delivery systems). Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. It is possible that we may fail to scale and grow our technical infrastructure to accommodate our increased demands. In addition, our business is subject to interruptions, delays, or failures resulting from earthquakes, other natural disasters, terrorism, or other catastrophic events.

A substantial portion of our digital media network infrastructure may be provided by third parties. Any disruption or failure in the services we receive from these providers could harm our ability to continuously reach out to our followers/customers and could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.

Our digital media software will be highly technical, and if it contains undetected errors, our business could be adversely affected.

Digital media software is the computer programming running our digital media (“software,” such as our website). Our digital media software (and our product production process) incorporate software that is highly technical and complex. Our software may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Any errors, bugs, or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect our business and financial results.

We cannot assure you that we will effectively manage our growth.

Once operational (assuming adequate funding herefrom), our employee headcount and the scope and complexity of our business could increase significantly. We expect headcount growth to continue for the foreseeable future. The growth and expansion (if any) of our business and products will create significant challenges for our management, operational, and financial resources, including managing multiple relations with followers, customers, advertisers and other third parties. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems or our internal controls and procedures may not be adequate to support our operations. In addition, key members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. To manage our intended growth, we must continually improve our operational, financial, and management processes and systems and to expand, train, and manage our employee base. As (and if) our organization grows, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain our operations. This could negatively affect our business performance.

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Over time, funds allowing, we plan to make acquisitions, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial results.

As part of our business strategy, especially if we are able to fund the first part of our business plan including construction and operation of our 2 initial facilities in the USA, we intend to make acquisitions to add specialized employees, complementary companies, products, or technologies. Our ability, if applicable, to acquire and integrate larger or more complex companies, products, or technologies in a successful manner is unproven. In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Our potential future acquisitions may not achieve our goals, and any future acquisitions we complete could be viewed negatively by users, media, advertisers, or investors. In addition, if we fail to successfully close or integrate any acquisitions, or integrate the products or technologies associated with such acquisitions into our company, our revenue and operating results could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired products, technology, or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, any of which could adversely affect our financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

We may have exposure to greater than anticipated tax liabilities.

Our income tax obligations (if any; after operations commence) will be based on our corporate operating structure and intercompany arrangements, including the manner in which we develop, value, and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our international business activities, including the laws of the United States and other jurisdictions, are subject to interpretation. The taxing authorities of the jurisdictions in which we plan to operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could increase our worldwide effective tax rate and harm our financial position and results of operations. In addition, our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles. We are subject to regular review and audit by both U.S. federal and state and foreign tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

The enactment of legislation implementing changes in the USA taxation of domestic and/or international business activities or the adoption of other tax reform policies could materially affect our financial position and results of operations.

Certain changes to USA tax laws, if any, including limitations on the ability to defer USA taxation on earnings inside or outside of the USA (until the latter earnings are repatriated to the USA), could affect the tax treatment of our foreign earnings (if any), as well as cash and cash equivalent balances we may maintain in inside or outside of the USA. Due to the potential of expanding scale of our domestic and international business activities, any changes in the USA taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations.

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An occurrence of a natural disaster, widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations.

Our business could be materially and adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic, such as swine flu, avian influenza, Severe Acute Respiratory Syndrome (SARS), Zika Virus or other events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The occurrence of such a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in the USA or elsewhere in the world could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of the facilities we use for our operations, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations. Our operations could be disrupted if any of our employees or employees of our business partners were suspected of having the swine flu, avian influenza or SARS, since this could require us or our business partners to quarantine some or all of such employees or disinfect the facilities used for our operations. In addition, our revenue and profitability could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak harms the global economy in general. Our operations could also be severely disrupted if our suppliers, customers or other participants were affected by such natural disasters, health epidemics or other outbreaks.

Risk Related To Our Possible Future Indebtedness

Our possible future indebtedness could adversely affect our financial health and competitive position.

We have no debt at this time. The possibility of increasing our operations, beyond that which may be established through subscriptions received in this Offering, may require our provision of debt financing. Our possible future indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of such indebtedness. It could also have negative effects on our business. For example, it could:

· limit our ability to pay dividends if we choose to pay such dividends;

· increase our vulnerability to general adverse economic and industry conditions;

· require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund the hiring and retention of personnel, working capital, capital expenditures and other general corporate purposes;

· limit our flexibility in planning for, or reacting to, changes in our business and industry;

· affect our ability to compete for personnel; and

· limit our ability to borrow additional funds.

Any of these above situations may affect our financial performance, limit cash flows and possibly limit our ability to be profitable.

To service our possible indebtedness, we may require cash, and our ability to generate cash is subject to many factors beyond our control.

Our ability to make payments on and to refinance our possible future indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to the performance and popularity of our first team as well as general economic, financial, competitive, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our future possible indebtedness on commercially reasonable terms or at all. Failure to refinance such indebtedness on terms we believe to be acceptable could have a material adverse effect on our business, financial condition, results of operations and cash flow.

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Our possible future indebtedness may restrict our ability to pursue our business strategies.

Our possible future indebtedness may restrict our ability to pursue future business strategies such as:

· incur additional indebtedness;

· pay dividends or make other distributions or repurchase or redeem our shares;

· make investments;

· sell assets, including capital stock of restricted subsidiaries;

· consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

· enter into sale and leaseback transactions;

· enter into transactions with our affiliates (if any); and

· incur liens.

Our ability to comply with any future covenants and restrictions may be affected by events beyond our control. If we breach any such covenants or restrictions, the occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

We cannot be certain that additional financing will be available on reasonable terms when required, or at all.

From time to time, we may need additional financing. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. We may need to raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of our Common Class A Stock, and our existing stockholders may experience dilution.

Risks Related To Ownership Of Our Common Class A Stock

Risks regarding our securities being offered.

The offering price of the securities being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.

Currently, there is no public market for our stock. The offering price for the stock being registered in this Offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value. Thus, prospective shareholders should be aware that the offering price does not reflect the market price or value of our common shares.

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

Our Articles of Incorporation authorize the issuance of 160,000,000 shares of common stock. As of the date of this prospectus the Company has not issued common stock. This Offering Circular offers 50,000,000 of our common shares. Once, and if, some of those common shares are issued, the future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

Because of their significant share ownership, our preferred shareholders will be able to exert control over us and our significant corporate decisions.

Our Convertible Preferred Class A Stock shareholders control the voting power of our corporation by virtue of the number of preferred shares outstanding (28,500,000 shares) and the 10 votes-per-share status of preferred stock. As a result, our preferred shareholders, six (6) in number (as of the date of this Offering Circular), will have the ability to determine the outcome of all matters submitted to our shareholders for approval, including the election and removal of Directors and any merger, consolidation, or sale of all or substantially all of our assets. The interests of our preferred shareholders might not coincide with the interests of the other shareholders. This concentration of ownership may harm the value of our Common Class A Stock, among other things:

· delaying, deferring or preventing a change in control of our Company;

· impeding a merger, consolidation, takeover or other business combination involving our Company; or

· causing us to enter into transactions or agreements that are not in the best interests of all shareholders.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make our Common Class A Stock less attractive to potential investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and, as such, we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). We cannot predict if potential investors will find our Common Class A Stock less attractive because we rely on these exemptions. If some potential investors find our Common Class A Stock less attractive as a result, there may be a less active trading market for our stock and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

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If Publicly Traded, Our Common Stock Would Be Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities Would Be Limited, Which Could Make Transactions in Our Stock Cumbersome and Could Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us (if our common stock is publicly traded in the future), as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

- that a broker or dealer approve a person's account for transactions in penny stocks; and

- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

- obtain financial information and investment experience objectives of the person; and

- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

- sets forth the basis on which the broker or dealer made the suitability determination; and

- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This could make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Should our common stock be available for purchase and sale on the public secondary market again, it will be subject to these rules.

The obligations associated with being a public company require significant resources and management attention.

As a public company in the United States, we will incur legal, accounting and other expenses that we would not otherwise incur as a private company. We may be subject to the reporting requirements as established in “Regulation A+” of the SEC, or of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Sarbanes-Oxley Act, the listing requirements of the NASDAQ Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." The Exchange Act, when applicable to a particular issuer, requires filing annual and current reports with respect to an issuer’s business, financial condition and results of operations. Regulation A+ provides for less frequent public reporting (per year) but requires audited financial statements for “Tier 2” entities (such as us). The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert Management's attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We intend to establish policies for our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we may implement may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

For as long as we are an "emerging growth company" under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of our first SEC registered offering. Furthermore, after the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

Provisions in Wyoming State Law regarding possible anti-takeover concerns may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of our Common Stock and prevent attempts by our shareholders to replace or remove our current management.

There are provisions in Wyoming law thought to enhance anti-takeover concerns. Please see page 44 of this Offering Circular for the text of the applicable statute regarding the “business judgment” discretion of management and how that may impact a take-over attempt.

In addition, our Amended and Restated Articles of Incorporation (“Articles”) and Bylaws do not provide for cumulative voting for Directors. Each convertible preferred stock share is entitled to 10 votes. Common shares have one vote per share. There are 100 million preferred shares and 160 million commons shares authorized by our Articles. Accordingly, there are 1 billion authorized votes of preferred shareholders and 100 million common share votes, providing for potential voting control of the Company (depending on the number of both classes of stock issued and outstanding at any particular point in time).

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The market price of our Common Class A Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the price of this offering.

If you purchase shares of our Common Class A Stock in this offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial stock offering price of our stock, or the market price following this Regulation A+ offering, will equal or exceed prices in privately negotiated transactions of our shares that may occur from time to time prior to our initial public offering (if any). The market price of our Common Class A Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

· hiring of key personnel;

· actual or anticipated fluctuations in our revenue and other operating results;

· the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

· actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

· additional shares of our Common Class A Stock being sold into the market by us or the existing stockholders or the anticipation of such sales;

· announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

· announcements by us or estimates by third parties of actual or anticipated changes in the size of our customer base or the level of follower/customer online engagement;

· changes in operating performance and stock market valuations of technology companies in our industry, including competitors;

· price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

· lawsuits threatened or filed against us;

· developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and

· other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology and media companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

We do not currently intend to pay dividends on our Common Class A Stock, and, consequently, your ability to achieve a return on an investment will depend on appreciation in the price of our securities, if any.

We do not currently intend to pay any cash dividends on our Common Class A Stock for the foreseeable future. The payment of any future dividends will be determined by the Board of Directors in light of conditions then existing, including our revenue, financial condition and capital requirements, business conditions, corporate law requirements and other factors.

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Other Risk Factors of Note

In making your investment decision, you should not rely on information in public media that is published by third parties. You should rely only on statements made in this Offering Circular in determining whether to purchase our shares.

You should carefully evaluate all of the information in this Offering Circular. We may receive media coverage, including coverage that is not directly attributable to statements made by our Officers and employees, that incorrectly reports on statements made by our Officers or employees, or that is misleading as a result of omitting information provided by us, our Officers, or employees. You should rely only on the information contained in this Offering Circular in determining whether to purchase our shares of our securities.

We have broad discretion in the use of the net proceeds from this Regulation A+ and may not use them effectively.

Our Management will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our Management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value.

If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

The trading (“secondary”) market for our Common Class A Stock, if any, will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our securities or publish inaccurate or unfavorable research about our business, our Common Class A, Stock price would likely decline.

We are dependent on the sale of our securities to fund our operations.

We are dependent on the sale of our securities to fund our operations, and will remain so until, and if, we generate sufficient revenues to pay for our operating costs. Our Officers and Directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are agreed upon in the event we do not generate sufficient funds from operations.

The Company may not be able to attain profitability without additional funding, which may be unavailable.

The Company has limited capital resources. Unless we begin to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

Our operations may be subject to various environmental laws and legislation that may become more stringent in the future.

Our operations and properties may be subject to a wide variety of increasingly complex and stringent federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees.

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Development, construction and installation of new projects and expansions may not commence as anticipated, or at all.

Development, construction and installation of our fermenters and facilities involves many risks including:

- difficulties in identifying, obtaining and permitting suitable sites for new projects;

- the inaccuracy of our assumptions with respect to the cost of and schedule for completing construction;

- difficulty, delays or inability to obtain financing for a project on acceptable terms;

- delays in deliveries of, or increases in the prices of, equipment sourced from other countries;

- the unavailability of sufficient quantities of product raw materials or other fuels for startup;

- permitting and other regulatory issues, license revocation and changes in legal requirements;

- labor disputes and work stoppages;

- unforeseen engineering and environmental problems;

- interruption of existing operations;

- unanticipated cost overruns or delays; and

- weather interferences and catastrophic events including fires, explosions, earthquakes, droughts, pandemics and acts of terrorism.

In addition, new facilities will have no operating history and may employ recently developed technology and equipment. A new facility may be unable to fund principal and interest payments under its debt service obligations or may operate at a loss. In certain situations, if a facility fails to achieve commercial operation, at certain levels or at all, termination rights in the agreements governing the facilities financing may be triggered, rendering all of the facility's debt immediately due and payable. As a result, the facility may be rendered insolvent and we may lose our interest in the facility.

Construction activities may cost more and take longer than we estimate.

The design and construction of new projects or expansions requires us to contract for services from engineering and construction firms, and make substantial purchases of equipment such as fermenters, turbine generators and other components that require large quantities of steel or other materials to fabricate. These are complex projects that include many factors and conditions which may adversely affect our ability to successfully compete for new projects, or construct and complete such projects on time and within budget.

Dislocations in credit and capital markets and increased capital constraints on banks may make it more difficult for us to borrow money or raise capital needed to finance the construction of new projects, expand existing projects, acquire certain businesses and refinance our existing debt.

Our business is capital intensive, and we seek to finance a significant portion of our planned assets, as well as our investments in new assets, with proceeds sought in this Offering.

Risks Relating to Our Business.

The Company may not be able to effectively control the timing and costs relating to the acquisition and maintenance of properties and facilities, which may adversely affect the Company's operating results and the its ability to make a return on its investment or disbursements of dividends or interest to our shareholders.

Some facilities to be acquired and all facilities to be developed by the Company will require some level of maintenance and construction immediately upon their acquisition or in the future in order to create efficient operations. Consequently, the Company will routinely retain independent contractors and trade professionals to perform physical repair, maintenance and construction work, and the Company will be exposed to all of the risks inherent in property and facility maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the time of receiving necessary work permits, certificates of occupancy and poor workmanship. If the Company's assumptions regarding the costs or timing of renovation across our future properties prove to be materially inaccurate, the Company's operating results and ability to make distributions to our Shareholders may be adversely affected.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to our shareholders.

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Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you.

The energy industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected. Demand for our products and services is vulnerable to economic downturns and industry conditions. Demand for our products and services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic and industry conditions. The demand for power generation products and services depends primarily on the spending of electric power generating companies and other alternative energy using industries and expenditures by original equipment manufacturers. These expenditures are influenced by such factors as:

- prices for electricity, along with the cost of production and distribution;

- prices for natural resources such as coal and natural gas;

- demand for electricity and other end products of steam-generating facilities;

- availability of other sources of electricity or other end products;

- requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;

- impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;

- level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities;

- requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;

- ability of electric generating companies and other steam users to raise capital; and

- relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.

The alternative (non-fossil) fuel industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected.

Demand for our products and services is vulnerable to economic downturns and industry conditions.

These factors include, but are not limited to: the cyclical nature of our industry, inflation, geopolitical issues, the availability and cost of credit, volatile oil and natural gas prices, low business and consumer confidence, high unemployment and energy conservation measures.

We are subject to risks associated with contractual pricing in our industry, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline, and we may suffer losses.

We are engaged in a highly competitive industry, and we will price our products on a cost-plus-profit basis. Our actual costs could exceed our projections. We may attempt to cover the increased costs of anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses. Despite these possible attempts, however, the cost and gross profit we actually realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, changes in job conditions, variations in labor and equipment productivity and increases in the cost of labor and raw materials, particularly steel, over the term of the contract. These variations and the risks generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on projects.

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If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

Compliance with existing or future regulations and/or enforcement of such regulations may restrict or change our operations, increase our operating costs or require us to make additional capital expenditures.

We expect that a substantial portion of the demand for our products and services will be from biodiesel refinery customers. The demand for our products and services can be influenced by governmental legislation setting requirements for utility related operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants and energy product facilities, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation. We cannot predict all of the environmental requirements or circumstances that will exist in the future but anticipate that environmental control and protection standards will become increasingly stringent and costly.

Our operations are initially concentrated in one region and expose us to regional economic or market fluctuations.

Our revenues, earnings and cash flows will fluctuate based on changes in commodity prices for energy products, in particular, alternative fuel products. Certain number of our competitors in these markets are vertically-integrated companies, which includes plants and facilities already in profitable operation and thus have the ability to control supplies of bio-fuel raw materials which may restrict our ability to offer our products at attractive prices. If a long-term contract expires and is not renewed or extended by a customer, our percentage of contracted processing capacity will decrease.

Contracts to provide new services or services through new or different methods involves significant risks, which could have an adverse effect on our cash flows and results of operations.

As we enter into contracts to provide new products or services through new or different methods we may face additional operating risks. These may include:

- performance by multiple contractors critical to our ability to perform under our new customer agreements;

- logistics associated with the production and transportation of our products with which we have limited experience;

- reliance on possible joint venture parties or technology providers with whom we have limited experience; and

- risks associated with providing new materials for our fermentation process.

Risk of Lower Fuel and Energy Costs; Regulatory Development.

Lower fuel and energy costs could negatively affect the company’s revenue. The company believes that the cost of fuel will not come down enough in the near future to affect the sales of our products, but this is not a certainty. Emission standards are highly regulated in the United States, especially in California, and in various parts of the world and continue to change throughout the world. While the current regulatory environment favors the company’s growth strategy, it is a possibility that future legislation could change and dampen the company’s expected growth. The company does believe that emissions reduction will remain important in the marketplace and we believe our products are well positioned for this trend; however, there is no guarantee that our products will gain wide market acceptance as competition grows.

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If We Become Subject to Additional Laws or Regulations Related to Our Products, We May Not Be Able to Continue Our Operations.

We are or may be subject to numerous federal, state, local and foreign laws and regulations governing our operations, including the handling, transportation and disposal of our products and our non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities. Changes in environmental laws or the interpretation thereof or the development of new facts could also cause us to incur additional capital and operation expenditures to maintain compliance with environmental laws and regulations. We also may be subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties. The presence of contamination from such substances or wastes could also adversely affect our ability to utilize our leased properties. Compliance with environmental laws and regulations has not had a material effect upon our earnings or financial position; however, if we violate any environmental obligation, it could have a material adverse effect on our business or financial performance. There are no assurances that the company will not encounter problems with government agencies regarding the approval of our products. Such problems may cause the company to delay, suspend or terminate our marketing abilities. Even if successfully approved, there are no assurances that any such products will receive regulatory clearance for marketing in the United States or in other countries.

Our revenue and net income may be materially and adversely affected by any economic slowdown in the USA as well as globally.

The success of our business ultimately depends on consumer spending (purchase of our customer’s products). At first, we may derive substantially all of our revenue from the USA. As a result, our revenue and net income are impacted to a significant extent by economic conditions in the USA and globally, as well as economic conditions specific to commerce in our industry. The global economy, markets and levels of consumer spending are influenced by many factors beyond our control, including consumer perception of current and future economic conditions, political uncertainty, levels of employment, inflation or deflation, real disposable income, interest rates, taxation and currency exchange rates.

The USA government has in recent years implemented a number of measures to control the rate of economic growth, including by changing interest rates and adjusting deposit reserve ratios for commercial banks as well as by implementing other measures designed to adjust credit and liquidity. Any continuing or worsening slowdown could significantly reduce domestic commerce in the USA, including through the Internet generally and within our company. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in the USA or any other market in which we may operate could have a material adverse effect on our business, financial condition and results of operations.

An increase in the relative size of salaries or transfer costs could adversely affect our business.

Our success depends on our ability to attract and retain the highest quality Management and employees. As a result, we may be obliged to pay salaries generally comparable to our potential competitors worldwide and in the USA. Any increase in salaries may adversely affect our business, results of operations, financial condition and cash flow.

Other factors that affect Management and employee compensation, such as changes in personal tax rates, changes to the treatment of income or other changes to taxation in the United States and the relative strength of U.S. Dollars, may make it more difficult to attract top company personnel from locations worldwide or require us to pay higher salaries to compensate for higher taxes or less favorable exchange rates. In addition, if our revenue falls and salaries remain stable (for example as a result of fixed management or staff salaries over a long period) or increase, our results of operations would be materially adversely affected.

Item 4. DILUTION

Common Class A Stock is offered in this Regulation A+ offering. There have been no Common Class A Stock shares (“common shares”) issued prior to this offering by the Company. However, 28,500,000 shares of Convertible Preferred Stock Class A shares (“preferred shares”) have been issued to founders at a price of $0.001 per share (the par value per share authorized by the Board of Directors for these sales). Preferred shares are convertible into common shares on a one-to-one basis. The common shares will be sold at $0.50 per share in this offering. Therefore, subscribers in this offering will pay 500 times more per share than founders who purchased preferred shares.

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Item 5. PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

We plan to offer our securities directly to prospective shareholders. We do not have an underwriter.

Item 6. ESTIMATED USE OF PROCEEDS TO ISSUER

Assuming full subscription of the offering, our main categories of uses are as follows:

Our first objective is to buy a half-interest in Bio Lux (for $1.5 million), allowing us to use the “know how” to operate our business and utilize a bio-oil fermenter to be constructed in Canada by Bio Lux. The use of proceeds entails opening up two large facilities in the United States, one in the State of Colorado and a second one in the east coast – the Carolinas or Georgia. Each facility will include a 3-million-gallon oil production facility and a 1-million-gallon transformation facility (oil to biodiesel). Each facility will cost about $10 million; leaving approximately $3.5 million for general operations and commercialization of the product. The cost of the facilities includes tenant improvements if we are leasing. We may purchase a building and other structures (instead of leasing) if it would be advantageous.

We will pay our Officers and Directors from proceeds of the Offering. We anticipate obtaining Directors and Officers liability insurance. If we raise less than the full subscription amount of $25 million, we will consider joint venture arrangements to provide construction and operation costs of the two large facilities mentioned above; thereby sharing costs and ownership.

This Use of Proceeds is subject to change in the reasonable business judgment and discretion of our Management.

Item 7. DESCRIPTION OF BUSINESS

Our Company

We are a new Wyoming corporation with plans to operate as a bio-oil producer; located, initially, in our Metropolitan Denver, Colorado, USA office location. Funds allowing, we plan to acquire at least a 50% ownership in one Canadian bio-oil producer (on a funds-available, contingent basis) that has plans to construct 2 more small facilities in Canada (including one facility for our use). Proceeds from this Offering allowing, we wish to duplicate the Canadian facilities at a larger scale in Colorado and continue to expand on the east coast in the USA and North America.

We also plan to joint-venture the construction, operation and, in some cases, ownership of bio-oil fermentation facilities.

We may acquire, and/or construct and operate biodiesel facilities; but this is the 3^rd and last prong of our planned operations and is dependent on the success of this Offering and how the first 2 prongs of our business plan are progressing.

We have no operating experience or history as of yet. We have limited assets and will need to at least partially subscribe this offering (and/or arrange other financial resources) to fund our planned activities, or a portion thereof. We believe we have identified a large potential global market for our product, but plan to focus our marketing activities primarily in North America.

Description of our Planned Product and Fermenter

AFT-inside is commonly thought of as a “lipid.” Funds allowing, fermenters will be manufactured, installed and utilized to ferment our lipid production (the process of producing our bio-oil). Lipids are a group of naturally occurring molecules that include fats, waxes, sterols, fat-soluble vitamins (such as vitamins A, D, E, and K), monoglycerides, diglycerides, triglycerides, phospholipids, and others. We anticipate our initial fermenting facility will have twelve (12) fermenters, each with a capacity of 15,850 gallons (60,000 liters).

The raw materials for our bio-oil are carbon biodegradable molecules. We plan to obtain the raw materials from residue from the transformation of oil into biodiesel and from any agricultural byproduct that will be tested for carbon biodegradable molecules. It’s all a question of how many carbon molecules are available in the product that will have to be tested one by one. Our fermentation process is “green technology” and “eco-friendly” because the bio-oil is biodegradable. In addition, the refining facilities that transform bio-oil into biodiesel (our customer base) have a residue called glycerol and we transform their residue into bio-oil again.

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Our plan involves use of glycerol, which is a waste residue from the transformation of bio-oil into biodiesel but anything that contains carbon biodegradable molecules will do. For example, one will find many carbon biodegradable molecules in carrot and potato waste. Everything on this planet has carbon biodegradable molecules incorporated in its formation.

For our initial facility planned for Colorado, we anticipate a raw material cost of approximately $140.00/ton

(including the cost of transport to our facility).

Our anticipated production cost for our first planned facility, including manufacturing, of a gallon and liter of bio-oil (through the process of getting it into a barrel or other container ready for sale/delivery or pick-up, is $1.90 per gallon or $ 0.50 per liter. The costs and prices mentioned herein are projected (speculative) and subject to change as market conditions are acknowledged at appropriate times.

Our testing and research and development to date have been under of the auspices of Lux Biologics Limited (“Lux Bio”); a Canadian company we plan to acquire using proceeds from this Offering. Lux Bio owns a 1320-gallon-capacity fermenter that gave us the pre-industrial production fermentation results. A summary of fermentation results is contained in the following graph:

Fermentation time (h)	Biomass concentration g/L	Lipid	concentration g/L	Lipid % (w/w)
0	0.09	0		0
12	0.94	0		0
24	2.63	0.98		37.33
30	4.78	1.6		33.47
36	7.72	1.76		22.8
42	10.1	2.88		28.51
48	10.86	2.14		19.71
54	12.14	2.7		22.24
60	10.68	8.1		75.84
66	12.8	8.86		69.22
72	11.38	7.66		67.31
78	12.3	9.04		73.5
84	14.58	10.52		72.15
90	12.26	8.98		73.25
96	12.86	9.5		73.87

Note: The data shows the production of lipids every 60 hours – this is when the maximum amount of lipids is produced.

Regarding facilities that we develop with use of funding from this Offering (if any or in sufficient quantity), we plan to manufacture fermenters to our specifications using stainless steel and electrical components heated by biodiesel.

Our Business Model

The main feature of our plan is to manufacture, sell and deliver bio-oil. Our product’s trade name is AFT-inside. Information regarding the Company and our planned operations are contained within our website: www.AFT-inside.com. AFT-inside is not a “direct-to-fuel consumer” product; it cannot be used directly into a vehicle without it being transformed first into a biodiesel by a refiner. Initially, we plan to locate our first fermentation facility near Denver, Colorado; seeking to sell AFT-inside to local biodiesel refineries. We will develop and establish more fermentation facilities as funds may allow. After fermentation is complete, we will likely store AFT-inside in portable tanks.

Delivery of AFT-inside, once fully processed by us, will be either by truck or rail. Funds allowing, we will purchase delivery trucks to haul the portable tanks. Otherwise, we will sub-contract delivery.

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We plan to establish and operate multiple fermentation facilities. If funds and favorable negotiations are in place, we also plan to acquire fermentation facilities. We may enter into joint venture relationships as a means to have more bio-oil facilities in production.

AFT-inside pricing will be on a cost-plus-profit basis, as determined from time to time by our Management and as applied to the conditions of the local or regional market for our products and services. Our cost will depend largely on the expenses involved in our overhead, operating and maintaining our facilities and the cost of obtaining raw materials for our bio-oil. We plan to institute an ongoing study and lab testing to assist us in our acquisition of bio-oil raw materials.

Assuming we have multiple facilities in operation, and assuming space is available per facility, we plan to increase capacity of every facility every year by approximately 790,000 gallons. We plan to introduce our technology to the United States Navy for use on its aircraft carriers. We don’t know if this possible contact will result in a business relationship.

Joint Venturing

Our second planned business is setting up joint ventures in the physical facilities (for lipid production) and getting paid for the transfer of the technology. This will not be franchising. If we are unable to raise the entire $25 million sought in this offering, we will seek joint venture relationships for the two large facilities (cost – approximately $10 million a piece) to share construction and operation costs and ownership. If we are able to construct and operate both facilities through use of our own funds, then we will seek joint venture relationships with a plan toward building and operating more facilities. Consulting, turn-key construction of a facility, training and operational personnel will be supplied by us as part of these planned joint ventures. Our joint-venturers will supply half, if not all, joint venture start-up financing (depending on how a particular joint venture is structured). We believe facilities with an annual capacity of approximately 790,000 gallons will cost approximately $10 million each to construct and have ready to operate, including equipment and training of personnel. Assuming a cash investment of 50-50 between us and a joint venturer participant, net profit will be split 50-50 as well and we hope for an annual ROI (return on investment) of 20% to 25% divided equally between us and a joint venturer.

Biodiesel Facilities/Technical Descriptions

Upon adequate funding, AFT will manufacture bio oil and either sell it to biodiesel facilities or use it to manufacture biodiesel ourselves. A typical small to medium sized production facility will have annual capacity to produce 1 million gallons of biodiesel, which can be added to in future years to double or triple production capacity with modest capital expenditure. We plan to sell our biodiesel worldwide with a hoped-for typical gross profit margin of 26% pre-tax.

If we produce biodiesel fuel it will have the same performance features as that of conventional diesel, at a competitive price, but has the added benefit of being ecologically safe. Our biodiesel product may be sold locally or internationally. Pure biodiesel (B100) should meet industry standards: ASTM D6751 or EN 14214. B1 to B5 blends used in on-road vehicles should meet specification CAN/CGSB-3.520:

1. SCOPE

1.1 This standard applies to two types of automotive diesel fuel containing low levels of biodiesel: Type A-ULS, Bx and Type B-ULS, Bx. ULS stands for ultra low sulphur.

1.1.1 Bx represents biodiesel fuel containing a range of 1% to 5% percent by volume of biodiesel component.

1.2 Fuel to this standard is intended for use in high-speed diesel engines that require ultra low sulphur diesel fuel to meet emission control regulations and in high-speed diesel-powered equipment.

1.3 Limiting values of significant properties are prescribed for two types of diesel fuel containing low levels of biodiesel. These types and their general applicability for use in diesel engines are broadly indicated as follows.

1.3.1 Type A-ULS is intended for use in selected applications such as urban buses, underground mining or when ambient temperatures require better low temperature properties than provided by Type B-ULS.

1.3.2 Type B-ULS is intended for use in diesel engine applications.

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1.4 Types A-ULS and B-ULS may be used interchangeably with fuel meeting CAN/CGSB-3.517, Types A-ULS and B-ULS, respectively.

1.5 Users of fuel meeting this standard are advised to refer to the owner’s manual of their vehicle, engine or equipment, or to consult with their equipment’s manufacturer, regarding the suitability of the specific fuel blend prior to its use.

1.6 The testing and evaluation of a product against this standard may require the use of materials and/or equipment that could be hazardous. This document does not purport to address all the safety aspects associated with its use. Anyone using this standard has the responsibility to consult the appropriate authorities and to establish appropriate health and safety practices in conjunction with any applicable regulatory requirements prior to its use.

ASTM D6751-08 details standards and specifications for biodiesels blended with middle distillate fuels. This specification standard specifies various test methods to be used in the determination of certain properties for biodiesel blends. Some of the tests mentioned include flash point and kinematic viscosity.

There is a standard set by the standards organization ASTM International that will guide us. ASTM International is one of the largest voluntary standards development organizations in the world. It sets technical standards for materials, products, systems, and services. ASTM International standards have an important role in the information infrastructure that guides design, manufacturing and trade internationally. ASTM International, originally known as the American Society for Testing and Materials (ASTM), was formed over a century ago, when a group of engineers and scientists got together to address frequent rail breaks in the burgeoning railroad industry. Their work led to standardization on the steel used in rail construction, ultimately improving railroad safety for the nation. As the century progressed and new industrial, governmental and environmental developments created new standardization requirements, ASTM responded with consensus standards that have been widely adopted internationally.

1. EN 14214

EN 14214 is a standard published by the European Committee for Standardization that describes the requirements and test methods for FAME - the most common type of biodiesel. The technical definition of biodiesel is a fuel suitable for use in compression ignition engines that is made of fatty acid mono-alkyl esters derived from biologically produced oils or fats including vegetable oils, animal fats and micro-algal oils. When biodiesel is produced from these types of oil using methanol, fatty acid methyl esters are produced. Biodiesel fuels can also be produced using other alcohols, for example using ethanol to produce fatty acid ethyl esters, however these types of biodiesel are not covered by EN 14214 which applies only to methyl esters i.e. biodiesel produced using methanol. Our process supersedes CAN/CGSB-3.520-2011; another testing standard. Definitions of mono-alkyl esters: A biodiesel consisting of mono alkyl esters is one type of a renewable diesel fuel derived from a number of vegetable oils or animal fats. Definition of Micro-algal oils: Algae fuel, algal biofuel, or algal oil is an alternative to liquid fossil fuels that uses algae as its source of energy-rich oils.

This standard applies to two types of diesel fuel, Type A, and Type B, suitable for use in high-speed diesel engine powered equipment for on-road and off-road applications and in select equipment powered by medium speed diesel engines. Type A and Type B differs from No’s 1, 2 and 4 (mentioned on the Summary of the Business above) in uses, the refining process (purity of the process) and ULS based on suspended solids in the fuel.

Type A is intended for use in selected applications such as urban buses, underground mining or when ambient temperatures require better low temperature properties than provided by Type B.

Fuel meeting this standard may be used for underground mining applications that were formerly covered by CAN/CGSB-3.16. A generator can use a biofuel that has extra fatty material as compared to a tractor trailer engine therefore a low purity can be used for equipment and higher purity for truck and car engines that are more sensitive and clog easier through the filtering systems they employ.

Users of fuel meeting this standard are advised to refer to the owner’s manual of their vehicle, engine or equipment, or to consult with their equipment’s manufacturer, regarding the suitability of the specific fuel blend prior to its use. Note - This is a standard disclaimer that engine builders like Volvo or Caterpillar include in their engine specifications.

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The testing and evaluation of a product against this standard may require the use of materials and/or equipment that could be hazardous. This document does not purport to address all the safety aspects associated with its use.

Anyone using this standard has the responsibility to consult the appropriate authorities and to establish appropriate health and safety practices in conjunction with any applicable regulatory requirements prior to its use.

Industry Overview

According to United States Energy Information Administration, alternatives to traditional oil-based, fossil fuels (“alternative fuel products”) are a burgeoning global line of products. The primary alternative fuel products are biofuels (both biodiesel and bioethanol), natural gas, electrical energy, propane, hydrogen and the controversial nuclear energy. Our primary goal is producing bio-oil for the biodiesel industry. The worldwide sales of biodiesel were $21 billion in 2014 (source: Navigant Resource). In North America, alternative fuel product sales totaled $ 4.1 Billion in 2015 (in the United States, $3.6 Billion for 1.8 Billion gallons; Canada $288 Million - 480,000,000 liters) and Mexico $227 Million - 110 Million gallons - source of information: U.S. Energy Information Administration, GAIN Report).

Biodiesel Mixture Excise Tax Credit

NOTE: This incentive was retroactively extended multiple times, most recently through December 31, 2016, by H.R. 2029 (PDF).

A biodiesel blender that is registered with the Internal Revenue Service (IRS) may be eligible for a tax incentive in the amount of $1.00 per gallon of pure biodiesel, agri-biodiesel, or renewable diesel blended with petroleum diesel to produce a mixture containing at least 0.1% diesel fuel. Only blenders that have produced and sold or used the qualified biodiesel mixture as a fuel in their trade or business are eligible for the tax credit. The incentive must first be taken as a credit against the blender's fuel tax liability; any excess over this tax liability may be claimed as a direct payment from the IRS. Claims must include a copy of the certificate from the registered biodiesel producer or importer that: identifies the product; specifies the product's biodiesel, agri-biodiesel, and/or renewable diesel content; confirms that the product is properly registered as a fuel with the U.S. Environmental Protection Agency; and confirms that the product meets the requirements of ASTM specification D6751. Renewable diesel is defined as liquid fuel derived from biomass that meets EPA's fuel registration requirements and ASTM specifications D975 or D396; the definition of renewable diesel does not include any fuel derived from co-processing biomass with a feedstock that is not biomass. This tax credit is applicable to fuel blended between January 1, 2005, and December 31, 2016. For more information about claiming the credit, see IRS Publication 510 (PDF) and IRS Forms 637, 720, 4136, 8849, and 8864, which are available on the IRS Forms and Publications website. For information about registering with the EPA, see the EPA Forms for Registration and Reporting Fuels and Fuel Additives website. (Reference Public Law 114-113 and 26 U.S. Code 6426)

Please see for more information: http://www.afdc.energy.gov/fuels/laws/BIOD/US

More About Our AFT-inside Plan

In our case, we believe the cost of the bio-oil (AFT-inside) will be less than the subventions granted (tax rebates) or allotted to the use of biodiesel. Example: the United States government over the last few years has voted to give a tax deduction of $1.00 per gallon to the users of biodiesel in their operations (See reference to HR 2029 above). If ever the US government decided not to renew this incentive, we believe it would have little affect on us because the cost of the oil feed for the transformation is competitive to regular diesel.

Biocardel Quebec Inc. was part of the development of the bio-oil “know-how” and it was improved by Lux Bio through Julien Peloquin and his team of scientists. Bio Lux monies were allocated and a pilot plant of 790,000 gallons is being built; with a target completion date of September 2017.

Our time frame for construction/set-up of the fermenting facility is 6 months and then 3 months to commence operation. The fermenters are automated and guided by a PLC (programmable logic controller) that opens and shuts valves and probes temperature and pressures. We’ll need 2 people on staff for every 8-hour shift – 24 hours a day, 350 days a year (15 days a year “down-time” for maintenance) and anticipate producing a batch of bio-oil every 48 hours.

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We know of no North American laws and regulations affecting the production, storage, transportation and sale of bio-oil. It is, basically, vegetable oil for non-human consumption.

Our Company’s history

We have no operating history.

Financial Fair Play Regulations

We are not bound at this time, but we may be in the future, to what is termed “Financial Fair Play”.

Social Responsibility

Our product production process and our lipid production (bio-oil) are “green technologies” and environmentally friendly (when compared to the refining and use of fossil fuels).

Competition

We believe our primary sources of potential competition include, but are not limited to, “feed stock” or “grease” producers (of raw materials used to produce biodiesel) – the agro-producers and the collectors of yellow grease (that comes primarily from restaurants selling their frying oils to companies that “recuperate” the used oil – cleaning it up and selling it to be transformed in biodiesel). These commodities/biodiesel raw materials have been very expensive to buy per ton in the past few years; especially when compared to the price of crude petroleum that has come down so drastically during the same time period. Compared to these grease/feed stock producers, we believe AFT-inside is positioned as an ideal biodiesel feed stock (cheaper sales and delivery price). Between capital cost and cost of transporting the carbon biodegradable molecules to produce the bio-oil, even though the price per barrel drops to record low as $157/ton we would still be profitable. As presented in the the graphs below, the lowest price has been $970/ton for soybeans and $700/ton for grease/feed stock.

source: http://www.nasdaq.com/markets/soybean.aspx

Fats and oils

Historical data for Wheat, hard, KC are unavailable from 4/19/2011 through 5/4/2015

Source WSJ Market Data Group

Corn oil, crude wet/dry mill-U,W	38.5000	39.0500	38.7750	38.7750	41.5000
Grease, choice white, Chicago lb.-U	...	...	0.2700	0.2700	0.2650
Lard, Chicago lb.-U	...	...	0.3500	0.3500	n.a.
Soybean oil, crude; Central Illinois lb.-U	0.3028	0.3128	0.3078	0.3029	0.2946
Tallow, bleachable; Chicago lb.-U	0.27	0.28	0.2750	0.2750	0.2963
Tallow, edible, Chicago lb.-U	...	...	0.3200	0.3200	n.a.

Please note: Chicago exchange lb=weight U=United States (this is describing a USA product unit’s weight in pounds)

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Legal Proceedings

We may be involved in various routine legal proceedings incident to the ordinary course of our business. Currently, we are not involved in any legal proceedings.

Customers

We have no customers at this time.

Item 8. DESCRIPTION OF PROPERTY

We have no real property. Depending on the advantages or disadvantages of a particular situation, we may purchase or lease real property for our fermenter operations.

Intellectual Property/Technology

We consider intellectual property to be important to the operation of our business and critical to establish and driving growth in our product sales revenue. “Intellectual property” is actually our technical bio-oil production “know-how” and fermentation procedures. We expect our potential joint venture partners (that we seek out as operating funds become available) to negotiate for rights to use our intellectual property. In order to protect our brand, we generally will have contractual rights to approve uses of our intellectual property/technology by our commercial partners.

We consider our brand to be a key business asset and, therefore, plan to have a portfolio of related registered trademarks and trademark applications. We plan to procure trademark protection, if available, for our brand name “AFT-inside,” and any logos we may create and copyright protection and copyright ownership of materials such as logos, literary works, photographic images and audio-visual footage.

Enforcement of our trademark rights and copyrights will be important in maintaining the value of our bio-oil brand.

In relation to materials for which copyright protection is available (such as logos, literary works, photographic images, and audio-visual footage), our planned practice will be generally to secure copyright ownership where possible and appropriate. It is not always possible to secure ownership protection for these rights.

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Item 9. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Plan)

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing in the next section of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

The Company, Advanced Fuel Technologies Ltd, was organized on July 27, 2016, as a “C” corporation under the laws of the state of Wyoming. We are a Wyoming start-up alternative fuel business corporation with an office, initially, in Denver, Colorado. Our product is known as “bio-oil.” The trade name of our bio-oil product is “AFT-inside.” We have secured the formula of raw materials we plan to use for production of our bio oil through corporate laboratory tests in the research and development (“R&D”) program. Our plan is to manufacture crude bio oil in fermenters and provide “feed stock” bio-oil to biodiesel companies.

Results of Operations

The period of July 27, 2016 (date of inception) to December 31, 2016

Revenue. As previously stated, the Company began operations on July 27, 2016. For the period from inception, July 27, 2016 through December 31, 2016, the Company did not have any revenue generating operations, nor did we have any related cost of goods sold.

Operating Expenses. For the period of July 27, 2016 through December 31, 2016, the Company had expenses of $16,060, primarily consisted of accounting fees of $10,500 and legal fees of $5,000.

Net Loss. As previously stated, the Company had no revenues and operating expenses of $16,060 for the period of July 27, 2016 (inception) through December 31, 2016. Accordingly, the Company’s net loss for the period reported was $16,060.

Liquidity and Capital Resources

As of December 31, 2016, the Company had total assets of $40, which consisted entirely of cash.

The Company will have additional capital requirements during fiscal year 2017. Currently, the Company does not have any revenue generating business operations, nor does the Company currently have the capital resources required to effect its business strategy. Therefore, the Company will attempt to raise additional capital through the sale of its securities in this Regulation A+ offering. The Company’s initial offering will be for a maximum of 50 million shares of our Common Stock Class A at price of $0.50 per share, with potential aggregate gross proceeds of $25 million.

The Company cannot assure that we will have sufficient capital to finance our growth and/or business operations or that such capital will be available on terms that are favorable to the Company or at all. The Company is currently incurring operating deficits that are expected to continue for the foreseeable future.

We have no operating history. We have received proceeds of $10,500 from the issuance of our convertible, preferred stock and advances from a related party of $2,600 used for working capital purposes. We have incurred legal, accounting and bank expenses in the startup of operations.

Plan of Operations

Funds allowing, our first task is to secure a half ownership in Bio Lux to allow us use of the “know how” to develop our business in Canada and the United States. The time frame for construction/set-up of the first fermenting facility in Colorado is 6 months and then 3 months to commence operation. We anticipate our second facility to commence thereafter on the same time frame. The fermenters are automated and guided by a PLC (programmable logic controller) that opens and shuts valves and probes temperature and pressures. We’ll need 2 people on staff for every 8-hour shift – 24 hours a day, 350 days a year (15 days a year “down-time” for maintenance) and anticipate producing a batch of bio-oil every 48 hours. If fully subscribed, the proceeds from this Regulation A+ will fund our operations for at least the next 2 years (after receipt).

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Wholesale, and Product Licensing

We plan to retain full control of the use and monetization of our intellectual property rights (production procedures) and technology worldwide in the areas of wholesale distribution and product licensing and/or joint venturing (if any).

Wholesale

Our primary planned business is the production and distribution of bio-oil.

Social media

We believe there is a significant opportunity to leverage the capabilities of social media platforms to enhance our relationships with our Internet followers and customers (hopefully) around the world. By establishing a presence through our website and other online platforms, we believe we will be able to provide connections with our follower base and improve our ability to market and sell AFT-inside to our customers.

Our Strategy

We aim to generate our revenue and profitability by aggressively marketing/promoting our brand. The key elements of our strategy are:

• Create our lists of local, then regional, national, North American and global customers and online followers:  We plan to position ourselves to secure customers and Internet followers (people who follow the development and operation of our business) in accord with our business development and operational plans.

• Develop our wholesale and product licensing or joint venturing businesses:  We will focus on developing and growing our business ultimately on a global basis by increasing our product production and establishing distribution through the planned development of our campaign to attract wholesale customers.

• Invest in our Management, facilities and other brand enhancing initiatives: We will be committed to investing in our Management, our facilities and other initiatives in hopes to enhance our brand in North America and then, globally. We expect these initiatives will continue to be key drivers of our sales, profit, and leading brand recognition going forward.

• Exploit Internet content opportunities:  The rapid shift of media consumption towards Internet and social media platforms presents us with multiple promotion and growth opportunities and potentially new revenue streams. Our digital media platforms, such as our website content and social media, are expected to become one of the primary methods by which we engage with our followers and encourage transactions with our customers (hopefully) around the world.

In addition to developing our own digital assets, we intend to leverage third party media platforms and other social media as a means of further engaging with our followers/customers and creating a source of traffic for our planned products and distribution. Our website and social media content are in the early stages of development and present opportunities for future growth.

• Enhance the reach and distribution of our products:  With adequate funding, we would be positioned to benefit from anticipated increased value and the growth in distribution associated with non-traditional, alternative fuel products. 

• Diversify revenue and improve margins:  We aim to gain revenue and operating margins for our business as we further expand our potential high growth bio-oil business.

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Our Market Opportunity

We are a new company, and with the power and scope of the Internet to educate consumers on the advantages of our advanced, alternative fuel technology, we have the potential to reach every human with an Internet connection. We believe our potential global reach and access to emerging alternative fuel markets will position us for growth. As soon as we are operational, we will schedule a press conference as part of the commencement of our commercialization plan.

Our target audience consists of a variety of customers:

- biodiesel companies that face a supply problem in raw materials and want to control their inputs.

- investors who wish to develop the production and sale of biodiesel.

- Any military or civilian ships and military bases who wish to develop autonomous energy production.

- The sale of biodiesel produced by our technology.

Lux Bio’s market research on a "full-scale" basis carried out for the past two years has allowed us to know that major customer expectations are:

- A good product quality.

- Regularity in the supply and product stability. Customers complain that the quality of product offered by our competitors is not constant.

- Technical support.

We plan to conduct sales promotion in many ways:

- Presentation in specialized trade fairs;

- Advertising material

- Website; an Internet server will provide information to customers and especially to question us on technical issues of concern.

The expected cost of our marketing program will be $ 300,000 for the first 12 months. Funds allowing, we plan to reach the full potential of our marketing plan within 2 years; with an anticipated set-up and commencement of AFT-inside fermenting within 9 months at our first facility in Colorado and at least another 9 months-to-a-year to produce 3 million liters (792,516 gallons) on an annual basis.

AFT will sub-contract with appropriate contractors for the construction and installation of the facilities. We will obtain manufacturing permits and environmental studies will be provided to jurisdictions requiring them. In most cases, permits we should be able to obtain permits within a 3 to 6-month time frame. Most industry professionals engaged/hired to operate this facility will only need a high school diploma. We will pay minimum wage or better for trainable individuals that observe and verify valves and flow through of liquids. They will wash the fermenters after use and refill and reinsert the carbon molecules and inoculums to produce the bio-oil cells.

Our Financial Statements, with accompanying Footnotes are presented herewith beginning on page F-1.

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Responsibility for Financial Statements

The financial statements presented here are the responsibility of Management and have been prepared by our auditing firm based on information and data supplied by our Management.

Management’s Report on Internal Control Over Financial Reporting

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive and Chief Financial Officers, we plan to have an evaluation protocol for the effectiveness of our internal control over financial reporting in place based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We expect to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Executive Officers:
Francesca Albano	Chief Financial Officer	56	8-Aug-2016	Full time
Laura M. Haase	Chief Operating Officer	44	8-Aug-2016	20 hours
Mireille Samson	Chief Executive Officer	62	8-Aug-2016	Full time
Directors:
Francesca Albano	Director, Chairman	56	8-Jul-2016	As needed for Board Meetings
Laura M. Haase	Director	44	8-Jul-2016	As needed for Board Meetings
Mireille Samson	Director	62	8-Jul-2016	As needed for Board Meetings
Significant Employees:				N/A

Mireille Samson, our Chief Executive Officer (“CEO”) and member of our Board of Directors, was elected to all her positions with the Company on August 8, 2016. Ms. Samson is 62 years of age.

From 1975 through 1982, Ms. Samson was employed as a nurse, first with the Canadian Armed Forces Air Reserve and after with various Canadian hospitals and a Swiss hospital.  Starting in 1982, through the present, Ms. Samson has had a variety of helicopter and fixed-wing pilot employment experiences.  From May of 1988 until now, she has been a helicopter pilot for the Canadian Coast Guard (the first woman in history to be so employed). Ms. Samson has received the following citations: Act of Bravery given by John Adams, Commissioner, Canadian Coast Guard; Minister of Transport Canada (October 10, 2000) to rescue kayakers in the archipelago of Montmagny: Commissioner’s Commendation in recognition of a gesture of Bravery, a delicate rescue operation to Dombourgs Ilets.: Commissioner’s Commendation in recognition of the dedication and professionalism shown in the framework of the missions at the International Polar Year and Excellence Articnet Network: Gold medalist at the Quebec Game Jeux du Québec Parachutisme (sky diving Quebec Game), summer 1973.  Ms. Samson has experience as a stunt performer and actress and is a member of the Alliance of Canadian Cinema Television and Radio Artists (known as ACTRA). Ms. Samson attended St-Jean-sur-Richelieu College, 1974-1977 (Diploma of collegial studies; Registered Nurse) and St-Jean-sur-Richelieu college located in St-Jean-Sur-Rihelieu, Quebec, Canada, 1972-1974 (diploma of collegial studies- science). she is also a licensed Canadian airline helicopter pilot, commercial Fixed Wing Pilot and has an American Commercial Helicopter License.

We selected Ms. Samson as a member of our Management team because of our belief in her credibility. Ms. Samson has been given the trust of the Canadian Government with the highest level of security clearance – she has been entrusted as a pilot and Commander on board her vessel with the presence of the Prime Minister of Canada and Members of his Cabinet, with Scientists that visited the northern regions of Canada for ecological studies, with heads of major corporations and with missions to save lives. Competence; Her training, almost para-military in nature, which includes precision and self resolve to accomplish the task at hand, to command and execute missions, to organize and develop tactical plans in the most unpredictable and tempestuous environments gives her the competence. Caring: Mission driven to save lives as a rescue pilot or nurse to administer first aid. The respect of the human environment is so basic to her existence.

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Francesca Albano, our Chief Financial Officer (“CFO”), Chairperson of the Board and member of our Board of Directors, was elected to all her positions with the Company on August 8, 2016. Ms. Albano is 56 years of age.

Ms. Albano has, or had, the following Canadian professional licenses: Certified General Accountant - May of 1991 to April of 2007; Certified Public Accountant – September of 1994 to April of 2007; Insurance of Persons – October of 2004 to Oct 2008; Mutual Fund License – July of 2004 to the present. Her educational background includes a Canadian Securities course – Institute of Canadian Securities and a course in Conduct and Practice Handbook - Institute of Canadian Securities; both in June of 2000. Ms. Albano has a Certificate in Accountancy - McGill University Continuing Education Montreal Quebec Canada, June of 1991; Bachelor of Commerce - McGill University Montreal Quebec Canada, November of 1983; Diploma of Collegial Studies, Vanier College St-Laurent Quebec Canada, 1980; Secondary V Learning Certificate.

Ms. Albano possesses comprehensive Banking Training for: Mortgages – Credit analysis – Loans – Investments - Mutual Funds; as well as Training Sessions offered by AGF Canada in collaboration with Primerica Investments in 2004; Association of Certified General Accountants – Seminars in Personal Taxation in 2003; H&R BLOCK – Course in personal income taxation in 2000.

She has been self-employed since January of 2004 as a Mutual Fund Sales Representative and Financial Securities Advisor. Ms. Albano is currently employed (since October 1, 2016) with Banque Laurentienne du Canada, located in Montréal, Canada, as a Financial Advisor. She is also currently employed (since April of 2005) with Le Groupe Investors of Montreal, Canada, as a Financial Consultant. Ms. Albano was employed with Primerica of LaSalle, Quebec, Canada as a Financial Securities Advisor from January of 2004 to March of 2005. Prior to that, she was Controller of the Old Port Hotels and Restaurants, Montreal, Canada from November of 2002 to December of 2003. In this position she prepared year-end audits and financial statements, implemented controls with respect to sales and inventory, supplied daily cash analysis, and cash reports, city taxes reports and budgets for real estate holding companies. Ms. Albano was an auditor, accountant, consultant or controller for other Canadian firms and employers dating back to 1984. This included her employment with Friedman and Friedman, Chartered Accounts, in Montreal, Canada, as an Auditor from January of 1989 to December of 1992. Ms. Albano performed external auditing, year- end audits, review engagements, Notices to Reader, implementation of internal controls, system audits, Compliance Testing in the Industries including: Canada Bond Rating Services, Customs Brokers, Pension Funds, Trust Accounts, Real Estate, Manufacturing, Wholesalers and Brokerage Houses, Professional Firms.

Laura M. Haase, our Chief Operating Officer (“COO”) and member of our Board of Directors, was elected to all her positions with the Company on August 8, 2016. Ms. Haase is 44 years of age.

Ms. Haase is a self-motivated professional with over eighteen years’ experience in public, private, and non-profit financial management, including six years of project management with Information Systems technology. She possesses exceptional planning, analysis, decision-making, and problem-solving skills. She demonstrates excellent interpersonal and communication skills.

Ms. Haase professional experience has been vast from Information Technology, State Road and Tollway Authority March 2016 to Present Project Manager for Information Technology (IT) to Faculty Member, American Intercontinental University, - Atlanta Campus April 2015 to Present Adjunct Faculty Member to Faculty Member, University of Phoenix, Atlanta Campus and Online June 2002 to Present Faculty Member. Her background experience at Technology Services, Georgia Department of Education from June 2009 to March 2016 as a Project Manager for Technology Services (IT) to Facilities Services Unit, Georgia Department of Education-Facilities from June 2007 to June 2009 as a Project Management Coordinator -2 to Facilities Services Unit, Georgia Department of Education from June 2005 to June 2007 Grants Administrator.

Ms. Haase early experience at Lumpkin County, Finance Department from Jan 2005 to May 2005 as Finance Director or at the City of Alpharetta, Police Department from Aug 2003 to Dec 2004 as Budget and Payroll Manager, Haase & Associates, LLC Financial Consulting and Governmental Affairs Nov 2001 to Apr 2003 Proprietor or Georgia Municipal Association from May 2000 to Oct 2001 as Governmental Affairs Manager, August 2000 – October 2001 and at the DeKalb County Government from Aug 1995 to Apr 2000.

Ms. Haase formal education comes from attending The University of Phoenix, Phoenix, Arizona (November 2014) to Doctor of Management in Information Systems & Technology, from The University of Georgia, Athens, Georgia for her Master’s Degree of Public Administration, (Finance and Budget specialization) 1996, Bachelor of Arts in Political Science, 1994.

The Company was formed in Wyoming on July 27, 2016. Mr. Leonard Stella signed our Amended and Restated Articles of Incorporation and Bylaws. He was temporarily our CEO and Chairman. Mr. Stella resigned these positions, and as a member of our Board of Directors, on August 8, 2016.

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Item 11. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Name	Capacities in which compensation was received (e.g., Chief Executive Officer, director, etc.)	Cash Compensation ($)	Other Compensation ($)	Total Compensation ($)
Francesca Albano	Chief Financial Officer	0	0	0
Laura M. Haase	Chief Operating Officer	0	0	0
Mireille Samson	Chief Executive Officer	0	0	0

Item 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership acquirable	Percent of class
Convertible Preferred Class A	Francesca Albano; 999 18th Street, Suite 3000, Denver, CO 80202	As co-founder, 500,000	1.75%
Convertible Preferred Class A	Laura M. Haase; 999 18th Street, Suite 3000, Denver, CO 80202	As co-founder, 500,000	1.75%
Convertible Preferred Class A	Mireille Samson; 999 18th Street, Suite 3000, Denver, CO 80202	As co-founder, 500,000	1.75%

Item 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

This Item 13 asks for information concerning other arrangements or contracts with management not otherwise disclosed in this Offering Circular and is not applicable to us.

Item 14. SECURITIES BEING OFFERED

The following summary of the terms of our capital stock is qualified in its entirety by reference to the applicable provisions of Wyoming law.

Capital Stock

The corporation is authorized to issue Common Stock and has authorized to date; Common Class A Stock, each having a par value of one one-hundredth of a penny ($0.001) per share. The total number of shares of Common Class A Stock this corporation is authorized to issue is 160 million. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued class of Common Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any class, to increase or decrease (but not below the number of shares of any such class then outstanding) the number of shares of any class subsequent to the issue of shares of that class.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock and the manner in which shares of stock are to be voted for the election of Directors and upon any other matter coming before a meeting of shareholders are as follows:

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Each share of Common Stock, regardless of class, shall be entitled to one vote per share. Dividends may be paid pro rata to the holders of the Common Stock, regardless of class, as and when declared by the Board of Directors out of any funds of the corporation legally available therefore. Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the assets of the Corporation shall be distributed pro rata to the holders of the Common Stock, regardless of class (after distribution rights of preferred shareholders). The holders of Common Stock shall not be entitled to any preemptive or preferential right to subscribe for or purchase any shares of capital stock of the Corporation or any securities convertible into shares of capital stock of the Corporation.

Our common shares have a right to one vote per share. No common shares have been issued as of the date of this Offering Circular.

Preferred Stock

Our Board of Directors is authorized, subject to limitations prescribed by Wyoming law and our Amended and Restated Articles of Incorporation, to determine the terms and conditions of preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our Board of Directors also is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company and may adversely affect the voting and other rights of the holders of our Common Class A Stock, which could have an adverse impact on the market price of our common shares.

Our Amended and Restated Articles of Incorporation provide currently for one class of preferred stock: Convertible Preferred Class A Stock. 100 million shares of our Convertible Preferred Class A Stock are authorized. Convertible Preferred Class A Stock is convertible on a one-for-one basis with our common stock. Each Convertible Class A Stock share is entitled to ten (10) votes.

With respect to liquidation preference, the following provision of the Company’s Articles of Incorporation applies:

Section 4.4 b. “Liquidation or Dissolution.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock shall receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on Preferred Stock all Classes.”

Certain Articles of Incorporation, By-Laws and Statutory Provisions

Our Amended and Restated Articles of Incorporation and Bylaws and provisions of the Wyoming General Corporation Law summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares.

Limitation of Liability of Officers and Directors

Wyoming law currently provides that our directors will not be personally liable to our company or our stockholders for monetary damages for any act or omission as a director other than in the following circumstances:

· the director breaches his/her fiduciary duty to our Company or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law; or

· our Company makes an unlawful payment of a dividend or unlawful stock purchases, redemptions or other distribution.

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a Director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Wyoming law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors. Our amended articles of incorporation do not provide for such expanded liability.

Special Meetings of Stockholders

Our Amended and Restated Articles of Incorporation provide that special meetings of stockholders may be called only by the Chairman or by a majority of the members of our Board. Stockholders are not permitted to call a special Meeting of Stockholders, to require that the Chairman call such a special meeting, or to require that our Board request the calling of a special Meeting of Stockholders.

42

Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Amended and Restated Articles of Incorporation provide that stockholders may not take action by written consent unless such action and the taking of such action by written consent have been expressly approved by the board, and may only take action at duly called annual or special meetings. In addition, our Bylaws establish advance notice procedures for:

· stockholders to nominate candidates for election as a Director; and

· stockholders to propose topics for consideration at Stockholders’ meetings.

Stockholders must notify our corporate Secretary in writing prior to the meeting at which the matters are to be acted upon or Directors are to be elected. The notice must contain the information specified in our Bylaws. To be timely, the notice must be received at our corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual Meeting of Stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year’s Annual Meeting, or if no Annual Meeting was held in the preceding year or for the first Annual Meeting following this offering, notice by the Stockholder, to be timely, must be received not earlier than the 120th day prior to the Annual Meeting and not later than the later of the 90th day prior to the Annual Meeting or the 10th day following the day on which we notify Stockholders of the date of the Annual Meeting, either by mail or other public disclosure. In the case of a special meeting of Stockholders called to elect Directors, the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting or 10th day following the day on which we notify Stockholders of the date of the special meeting, either by mail or other public disclosure. These provisions may preclude some Stockholders from bringing matters before the Stockholders at an annual or special meeting or from nominating candidates for Director at an annual or special meeting.

Election and Removal of Directors

The Directors will serve for a three-year term. Our Stockholders may only remove Directors for cause. Our Board of Directors may elect a Director to fill a vacancy created by the expansion of the Board of Directors. This system of electing and removing Directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for Stockholders to replace a majority of our directors.

Wyoming Statutes and Provisions of our Amended Articles of Incorporation and Bylaws Thought to Provide Anti-Takeover Protection

The super voting rights of our convertible preferred shares (10 votes per share; 100 million preferred shares authorized, 160 million common shares authorized; 1 vote per share), provide a potential anti-takeover mechanism. Other than what is described in this section of the Offering Circular, we have no plans or proposals to adopt any such additional provisions or mechanisms or to enter into any arrangements that may have material anti-takeover consequences.

Other provisions of the Company’s Amended and Restated Articles of Incorporation (“Articles”) and Bylaws may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing our Board of Directors and Management. According to our Articles and Bylaws, the holders of our common stock do not have cumulative voting rights in the election of the Company’s Directors. The combination of the present ownership of super-voting convertible preferred shares and lack of common stock cumulative voting makes it more difficult for other stockholders to replace our Board of Directors or for a third party to obtain control by replacing our Board of Directors.

43

Wyoming does not impose enhanced fiduciary duties on directors in attempted takeover situations. Instead, the “business judgment rule” is applied to the use of antitakeover tactics. Here is the text of WY Stat § 17-16-830 (1997 through Reg Sess):

“(a) Each member of the board of directors, when discharging the duties of a director, shall act:

(i) In good faith; and

(ii) In a manner he reasonably believes to be in or at least not opposed to the best interests of the corporation.

(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(c) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality or a professional ethics rule.

(d) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (f)(i) or (iii) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one (1) or more of the board's functions that are delegable under applicable law.

(e) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.

(f) A director is entitled to rely in accordance with subsections (d) and (e) of this section on:

(i) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;

(ii) Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:

(A) Within the person's professional or expert competence; or

(B) As to which the particular person merits confidence; or

(iii) A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

(g) For purposes of subsection (a) of this section, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, shall consider the interests of the corporation's shareholders and, in his discretion, may consider any of the following:

(i) The interests of the corporation's employees, suppliers, creditors and customers;

(ii) The economy of the state and nation;

(iii) The impact of any action upon the communities in or near which the corporation's facilities or operations are located;

(iv) The long-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and

(v) Any other factors relevant to promoting or preserving public or community interests.”

Directors and Officers, in exercising their respective powers with a view to the interests of the corporation, may consider:

(a) The interests of the corporation’s employees, suppliers, creditors and customers;

(b) The economy of the State and Nation;

(c) The interests of the community and of society; and

(d) The long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.

This is an extremely management-friendly provision that allows directors to consider the interests of shareholders as just one factor among others. Wyoming’s legislature offers an almost identical management-friendly language in Section 17-16-830 of its Wyoming Business Corporation Act.

Our Board of Directors can designate the rights, preferences, privileges and restrictions of series of preferred or common stock without further shareholder action. Cumulative voting is not provided for in our Articles of Incorporation or Bylaws or in the Wyoming Business Corporations Act, which also may make it harder for third parties to gain control over the Company. We do not currently have a staggered Board of Directors, and we have not adopted any shareholders’ rights plans, or so-called poison pills.

44

Though not now, we may be or in the future we may become subject to Wyoming’s control share law. A corporation is subject to Wyoming’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Wyoming, and it does business in Wyoming or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

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

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

Wyoming’s control share law may have the effect of discouraging takeovers of the corporation.

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

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

45

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section. Moreover, we intend to operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our Management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

46

ADVANCED FUEL TECHNOLOGIES LTD.

INDEX TO FINANCIAL STATEMENTS

For the Period from July 27, 2016 (Inception) to December 31, 2016

CONTENTS

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet - As of December 31, 2016	F-3
Statement of Operations -
For the Period from July 27, 2016 (Inception) to December 31, 2016	F-4
Statement of Changes in Stockholders’ Equity (Deficit) -
For the Period from July 27, 2016 (Inception) to December 31, 2016	F-5
Statement of Cash Flows –
For the Period from July 27, 2016 (Inception) to December 31, 2016	F-6
Notes to Financial Statements	F-7

F-1

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of:

Advanced Fuel Technologies Ltd.

We have audited the accompanying balance sheet of Advanced Fuel Technologies Ltd. as of December 31, 2016 and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the period from July 27, 2016 (inception) to December 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Fuel Technologies Ltd. as of December 31, 2016 and the results of its operations and its cash flows, for the period from July 27, 2016 (inception) to December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company reported a net loss and net cash used in operations from July 27, 2016 (inception) to December 31, 2016 of $16,060 and $13,060, respectively, and as of the date of this report has no revenues and has not implemented its business plan. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SALBERG & COMPANY, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

April 26, 2017

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality 

F-2

ADVANCED FUEL TECHNOLOGIES LTD.

BALANCE SHEET

December 31, 2016

ASSETS
CURRENT ASSETS:
Cash	$	40
Total Current Assets		40
TOTAL ASSETS	$	40
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable		3,000
Loan payable - related party		2,600
Total Current Liabilities		5,600
Total Liabilities		5,600
Commitments (see Note 5)
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, No par value; 100,000,000 shares authorized; Convertible Class A Preferred stock (No Par Value; 100,000,000 Shares Designated; 28,500,000 issued and outstanding)		28,500
Common stock Class A, $0.001 par value: 160,000,000 shares authorized; no shares issued and outstanding		–
Subscription receivable		(18,000	)
Accumulated deficit		(16,060	)
Total Stockholders' Equity (Deficit)		(5,560	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	40

See accompanying notes to financial statements.

F-3

ADVANCED FUEL TECHNOLOGIES LTD.

STATEMENT OF OPERATIONS

From the Period from July 27, 2016 (Inception) to December 31, 2016

Net revenues	$	–
OPERATING EXPENSES:
General and administrative		16,060
Total Operating Expenses		16,060
LOSS FROM OPERATIONS		(16,060	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(16,060	)
Provision for income taxes		–
NET LOSS	$	(16,060	)
NET LOSS PER COMMON SHARE - Basic and diluted	$	0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		–

See accompanying notes to financial statements.

F-4

ADVANCED FUEL TECHNOLOGIES LTD.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

From the Period from July 27, 2016 (Inception) to December 31, 2016

Total

Stockholders’

Preferred Stock - Class A

Common Stock - Class A

Subscription

Accumulated

Equity

Shares

Amount

Shares

Amount

Receivable

Deficit

(Deficit)

Balance, inception

–

–

–

–

–

–

–

Issuance of preferred stock to founders for cash

27,000,000

27,000

–

–

(18,000

)

–

9,000

Issuance of preferred stock to officers for cash

1,500,000

1,500

–

–

–

–

1,500

Net Loss

–

–

–

–

–

(16,060

)

(16,060

)

Balance, December 31, 2016

28,500,000

28,500

–

–

(18,000

)

(16,060

)

(5,560

)

See accompanying notes to financial statements.

F-5

ADVANCED FUEL TECHNOLOGIES LTD.

STATEMENT OF CASH FLOWS

From the Period from July 27, 2016 (Inception) to December 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,060	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities:
Accounts payable		3,000
NET CASH USED IN OPERATING ACTIVITIES		(13,060	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock for cash		10,500
Advances from related party		2,600
NET CASH PROVIDED BY FINANCING ACTIVITIES		13,100
NET INCREASE IN CASH		40
CASH, at inception		–
CASH, December 31, 2016	$	40
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	–
Income taxes	$	–
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of preferred stock for subscription receivable	$	18,000

See accompanying notes to financial statements.

F-6

ADVANCED FUEL TECHNOLOGIES LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

Organization

Advance Fuel Technologies Ltd. (the “Company”) was incorporated in the State of Wyoming on July 27, 2016. The Company established a fiscal year end of December 31.  The Company’s principal business plan is to manufacture, sell and deliver bio-oil. The Company’s flagship product is the technological development of “Bio-oil” a process that produces oil in fermenters from bacteria and biodegradable carbon molecules. The Company has no operating history as of yet.

Basis of presentation and going concern

As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $16,060 and $13,060, respectively, for the period from July 27, 2016 (inception) to December 31, 2016, has no revenues and has not implemented its business plan.   These circumstances cause substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to implement its business plan, raise capital, and generate revenues. Currently, management is seeking capital to implement its business plan.   Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  

Risks and uncertainties for development stage company

The Company is considered to be in the development stage as defined in the accounting standards since we have not commenced planned principal operations. Our activities since inception include devoting substantially all of the Company’s efforts to business planning and development. Additionally, the Company has allocated a substantial portion of its time and investment to the completion of the Company’s development activities to launch its marketing plan and generate revenues and to raising capital. The Company has not generated revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax assets.

Fair value measurements and fair value of financial instruments

The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The estimated fair value of certain financial instruments, including accounts payable and loan payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

F-7

ADVANCED FUEL TECHNOLOGIES LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Net loss per share of common stock

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2016, the Company has 28,500,000 potentially dilutive securities outstanding related to convertible Class A Preferred Stock. Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss.

Recent accounting pronouncements

In March 2016, FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”, or ASU 2016-09. ASU 2016-09 was issued as part of the FASB's simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. ASU 2016-09 focuses on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company will evaluate the effect of ASU 2016-09 for future periods.

F-8

ADVANCED FUEL TECHNOLOGIES LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of certain cash receipts and cash payments (a consensus of the emerging issues take force). This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This guidance will be effective for the Company on January 1, 2018. The Company does not believe the guidance will have a material impact on its financial statements.

Accounting standards which were not effective until after December 31, 2015 are not expected to have a material impact on the Company’s financial position or results of operations.

NOTE 2 – LOAN PAYABLE – RELATED PARTY

One of the founders of the Company provided advances to the Company for working capital purposes. At December 31, 2016, the Company had a payable to the founder of $2,600. These advances were short-term in nature and non-interest bearing (see Note 6).

NOTE 3 – STOCKHOLDERS’ EQUITY (DEFICIT)

Shares Authorized

The authorized capital of the Company consists of 160,000,000 shares of common stock, par value $0.001 per share and 100,000,000 shares of preferred stock, no par per share.

Preferred stock

In August 2016, the Company designated 100,000,000 shares of Class A Convertible Preferred Stock, no par value per share (the “Class A Preferred Stock”). Each share of Class A Preferred Stock is convertible on a one-for-one share basis into the Company’s common stock. Each Class A Preferred Stock is entitled to ten votes per share on all matters to be voted on by the stockholders of the Company. The Class A Preferred Stock does not contain any redemption provision. The Class A Preferred Stock has a right to receive dividends on a share for share basis with common stockholders and has preference upon liquidation.

In August 2016, the Company sold an aggregate of 27,000,000 convertible Class A Preferred stock to three founders of the Company at $0.001 per share. The Company collected $9,000 from one founder and recorded subscription receivable of $18,000 at December 31, 2016. In April 2017, the Company collected subscription receivable of $8,000 from two founders.

In August 2016, the Company sold an aggregate of 1,500,000 convertible Class A Preferred stock to three officers of the Company at $0.001 per share. The Company collected the full subscription of $1,500 in October 2016.

NOTE 4 – INCOME TAXES

The Company has incurred aggregate net operating losses of approximately $16,060 for income tax purposes as of December 31, 2016. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2036. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary.

F-9

ADVANCED FUEL TECHNOLOGIES LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016

NOTE 4 – INCOME TAXES (continued)

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the period from July 27, 2016 (inception) to December 31, 2016 were as follows: 

	Period from July 27, 2016 (inception) to December 31, 2016
Income tax benefit at U.S. statutory rate of 34%	$	(5,460	)
Change in valuation allowance		5,460
Total provision for income tax	$	–

The Company’s approximate net deferred tax asset was as follows:

Deferred Tax Asset:	December 31, 2016
Net operating loss carryforward	$	5,460
Valuation allowance		(5,460	)
Net deferred tax asset	$	–

The net operating loss carryforward was $16,060 at December 31, 2016. The Company provided a valuation allowance equal to the deferred income tax asset for the period from July 27, 2016 (inception) to December 31, 2016 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $5,460 in fiscal 2016. The potential tax benefit arising from the loss carryforward will expire in 2036.

Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2016 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

NOTE 5 – COMMITMENTS

In August 2016, as amended in December 2016, the Company entered into a Memorandum of Understanding (“MOU”) for the acquisition of 50% of Lux Biologics Limited shareholding, a Canadian corporation (“Lux Bio”). The acquisition price is for $1.5 million in cash whereby $300,000 shall be paid by the Company 30 days after the commencement of the construction of a certain facility in Canada and the $1.2 million shall be paid by the Company within 90 days after the facility is completely built. Lux Bio shall provide to the Company a draft of the Formal agreement within 90 days of the execution of the MOU. Lux Bio is currently building the facility in Canada. No payments have been made by the Company as of the date of this report. The MOU expires on August 11, 2017.

NOTE 6 – CONCENTRATIONS

Concentration of credit risk

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2016, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

F-10

ADVANCED FUEL TECHNOLOGIES LTD.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016

Concentration of lender

The Company’s loan payable was advanced by one lender who is also one of the founders of the Company. Such loan payable was for working capital purposes (see Note 2).

NOTE 7 – SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 26, 2017, the date the financial statements were available to be issued.

In April 2017, the Company collected subscription receivable of $8,000 from two founders (see Note 3).

F-11

SIGNATURES 

Pursuant to the requirements of the Securities Act of 1933, as amended, Advanced Fuel Technologies Ltd., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has been signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Canada, on May 17, 2017.

ADVANCED FUEL TECHNOLOGIES LTD.
By:	/s/ MIREILLE SAMSON
	Chief Executive Officer

EXHIBITS

Exhibit Number:	Description:
2.1	Articles of Incorporation (Amended and Restated)
2.2	Bylaws of Advanced Fuel Technologies Ltd.
2.3	State of Wyoming – Certificate of Good Standing
4	Subscription Agreement
6.1	Memorandum of Understanding; Advanced Fuel Technologies Ltd. And Bio Lux
6.2	Declaration from Sole Director; regarding Bio Lux stock
11	Consent of Expert
12	Opinion re Legality

EX1A-2A CHARTER

Exhibit 2.1

The Amended and Restated “Profit Corporation” Articles of Incorporation of Advanced Fuel Technologies Ltd. (“Corporation”); filed pursuant to the General Corporation Law of the State of Wyoming (as the same may be amended from time to time, the “corporate statute”)

Article I
NAME OF THE CORPORATION; WYOMING ORIGINAL ID

The name of the Corporation is: Advanced Fuel Technologies Ltd. The Wyoming Original Id is 2016-000721430.

Article II
REGISTERED OFFICE; REGISTERED AGENT

The address of the registered office of the Corporation in the State of Wyoming is: 3603 Hawthorne Ave., Casper, Wyoming 82604. The name of the registered agent of the Corporation at such address is: Paracorp Incorporated.

Article III
PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the corporate statute.

Article IV
CAPITAL STOCK

Section 4.1 Authorized Shares.  The total number of shares of capital stock which the Corporation shall be authorized to issue is 260,000,000 shares of capital stock, consisting of 160,000,000 shares of common stock Class A, par value $.001 per share (the “Common Stock Class A”) and 100,000,000 shares of preferred stock (the “Preferred Stock”).

Section 4.2 Convertible Preferred Stock Class A. 100,000,000 shares of Convertible Preferred Stock Class A are authorized hereby (“Preferred Class A”). The par value/share of these shares shall be $.0000 or whatever other par value/share is established by the Board of Directors. Preferred Class A shares are convertible into common stock of the Company at any time, upon written notice; on a one-for-one share exchange basis. Preferred Class A shareholders have a right to participate in/receive Company distributions (dividends) on a share-for-share basis with common stockholders. Preferred Class A Shares have a first preference over all other stock of the Corporation should a liquidation or dissolution occur.

Section 4.3 Other Preferred Stock.  In addition to the Convertible Preferred Stock Class A provided in Section 4.2 hereof, the Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more series, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding) and to fix for each such series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such series including, without limitation, the authority to provide that any such series may be (a) subject to redemption at such time or times and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or resolutions.

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Section 4.4 Other Provisions.

a. Dividends.  Subject to the rights of holders of Preferred Stock, if any, when, as and if dividends are declared on the Common Stock Class A, whether payable in cash, in property or in securities of the Corporation, the holders of Common Stock shall be entitled to share equally, share for share, in such dividends.

b. Liquidation or Dissolution.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock shall receive a pro rata distribution of any remaining assets after payment of or provision for liabilities and the liquidation preference on Preferred Stock all Classes.

c. Voting Rights.  The holders of Common Stock Class A shall be entitled to one (1) vote per share on all matters to be voted on by the stockholders of the Corporation.  The holders of Convertible Preferred Class A shares shall be entitled to ten (10) votes per share on all matters to be voted on by the stockholders of the Corporation. No holder of shares of Common Stock shall have the right to cumulate votes.

d. Consideration for Shares.  The Common Stock Classes and Preferred Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors.

e. Assessment of Stock.  The capital stock of the Corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed.  No stockholder of the Corporation, to the fullest extent permitted by law, shall be individually liable for the debts or liabilities of the Corporation.

f. Preemptive Rights.  No stockholder of the Corporation shall have any preemptive rights by virtue of these Articles of Incorporation.

h. Fractional Shares.  The Corporation shall issue fractional shares of Common Stock to represent fractional interests therein.

Article V

MEETINGS; BOOKS AND RECORDS

Section 5.1 Meetings of stockholders may be held within or without the State of Wyoming, as the Bylaws may provide.  For so long as the Corporation and/or any of its affiliates owns or controls a majority in voting power of the outstanding capital stock of the Corporation entitled to vote, any action to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Common Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation.  From and after such time as the Corporation and/or any of its affiliates cease to beneficially own or control a majority in voting power of the outstanding capital stock of the Corporation entitled to vote, the stockholders may not in any circumstance take action by written consent in lieu of a meeting.

Section 5.2 Subject to any rights of the holders of Preferred Stock as may be authorized by the Board of Directors in accordance with Section 4.2, unless otherwise prescribed by law, special meetings of stockholders, for any purpose or purposes, may only be called by a majority of the entire Board of Directors, and no other party shall be entitled to call special meetings. 

Section 6.3 The books of the Corporation may be kept (subject to any provision contained in the corporate statute) outside of the State of Wyoming at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

Article VI
AMENDMENTS; BYLAWS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.  In furtherance and not in limitation of the powers conferred by the laws of the State of Wyoming, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws without stockholder action.

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Article VII
DIRECTORS

Section 7.1 Unless and except to the extent that the Bylaws of the Corporation shall so require, elections of directors need not be by written ballot.  At all meetings of the stockholders for the election of directors at which a quorum is present, directors shall be elected by a plurality of the votes cast by the holders of the shares entitled to vote thereat.

Section 7.2 The number of directors may be fixed from time to time by the Board of Directors; initially, one director is permissible, but as soon as practical, there shall be no less than 3 directors.

Section 7.3 Any director elected or appointed to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.  The term of each director shall continue until the annual meeting for the year in which his or her term expires and until his or her successor shall be duly elected and shall qualify, subject to such director’s earlier death, resignation or removal in accordance with these Articles of Incorporation.

Section 7.4 Subject to any rights of the holders of Preferred Stock as may be authorized by the Board of Directors in accordance with Section 4.2, and except as otherwise prescribed by law, any vacancy in the Board of Directors that results from an increase in the number of directors, from the death, resignation or removal of any director or from any other cause shall be filled solely by a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director.

Section 7.5 Notwithstanding the foregoing provisions of this Article VIII, whenever the holders of any one or more series of Preferred Stock have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation and terms of such Preferred Stock applicable thereto.

Article XIII
INDEMNIFICATION; ADVANCEMENT OF EXPENSES; EXCULPATION

Section 8.1 Right to Indemnification.  The Corporation shall indemnify and hold harmless to the fullest extent permitted under and in accordance with the laws of the State of Wyoming, as the same exists or may hereafter be amended, 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) (hereinafter a “proceeding”) by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee while serving as a director, officer or employee, against all expenses and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 8.2 The Corporation shall indemnify and hold harmless to the fullest extent permitted under and in accordance with the laws of the State of Wyoming, as the same exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee, while serving as a director, officer or employee, against all expenses and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974), reasonably incurred or suffered by such person in connection with the defense or settlement of such proceeding and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors; provided, further, 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 a court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

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Section 8.3 Right of Claimant to Bring Suit.  If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such proceeding (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the corporate statute for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the corporate statute, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the proceeding or create a presumption that the claimant has not met the applicable standard of conduct.

Section 8.4 Advancement of Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may as authorized by the Board of Directors, to the fullest extent not prohibited by law (in the case of any action, suit or proceeding against an officer, trustee, employee or agent), be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article XIII.

Section 8.5 Non-Exclusivity of Rights; Indemnification of Persons other than Directors, Officers and Employees.  The indemnification and other rights set forth in this Article IX shall not be exclusive of any provisions with respect thereto in any statute, provision of these Articles of Incorporation, the Bylaws of the Corporation or any other contract or agreement between the Corporation and any officer, director or employee.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any agent of the Corporation or any person (other than a person who is entitled to indemnification under clauses (a) or (b) of this Article IX) who was serving at the request of the Corporation as a director, officer, manager, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 8.6 Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who 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 any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the corporate statute.

Section 8.7 Amendment.  Neither the amendment nor repeal of this Article IX (by merger, consolidation or otherwise), nor the adoption of any provision of these Articles of Incorporation inconsistent with Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article IX if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

Section 8.8 Exculpation.  The Corporation eliminates the personal liability of each member of its Board of Directors to the Corporation or its stockholders to the fullest extent permitted by the corporate statute; provided, however, that, to the extent required by applicable law, the foregoing shall not eliminate or limit the liability of a director:

1. for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

2. for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

3. for any transaction from which the director derived an improper personal benefit.

If the corporate statute is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the corporate statute, as so amended.

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Section 8.9 The rights to indemnification and advancement of expenses conferred upon directors and officers of the Corporation in this Article IX shall be contract rights, shall vest when such person becomes a director or officer of the Corporation and shall continue as vested contract rights.  Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director or officer of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Article IX
NO CONFLICT

Section 9.1 Neither any contract nor other transaction between the Corporation and any other corporation, partnership, limited liability company, joint venture, firm, association, or other entity (an “Entity”), nor any other acts of the Corporation with relation to any other Entity will, in the absence of fraud, to the fullest extent permitted by applicable law, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors, officers, partners, or members of, such other Entity (such directors, officers, and Entities, each a “Related Person”).  Any Related Person may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that person is a Related Person is disclosed or is known to the Board of Directors or a majority of directors present at any meeting of the Board of Directors at which action upon any such contract or transaction is taken, and any director of the Corporation who is also a Related Person may be counted in determining the existence of a quorum at any meeting of the Board of Directors during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person.  Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated entity without regard to the fact that such person is also a director or officer of such subsidiary or affiliated entity.

Section 9.2 Any contract, transaction or act of the Corporation or of the directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose, will, insofar as permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

Section 9.3 Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.

Article X
FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of Wyoming shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the corporation statute or the Corporation’s certificate of incorporation or bylaws, (d) any action to interpret, apply, enforce or determine the validity of the Corporation’s certificate of incorporation or bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein.  Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

Article XI

NO CLOSED CORPORATION

The Corporation expressly elects not to be classified as a statutorily closed corporation.

Article XII

MAILING AND PHYSICAL ADDDRESS OF THE CORPORATION

The mailing and physical address of the Corporation is: 999 18^th Street, Suite 3000, Denver, CO 80202.

I, THE UNDERSIGNED, a duly authorized officer of the Corporation, executed these Amended and Restated Articles of Incorporation of Advanced Fuel Technologies Ltd. on behalf of the Corporation this 1st day of August, 2016.

__(ss) LEONARD STELLA_________

Leonard Stella, CEO & Chairman

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EX1A-2B BYLAWS

Exhibit 2.2

BYLAWS OF ADVANCED FUEL TECHNOLOGIES LTD.

ARTICLE I

CORPORATE OFFICES

1.1       PRINCIPAL OFFICE

The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Wyoming. If the principal executive office is located outside such state and the corporation has more than one business office, then the board of directors shall fix and designate a principal business office.

1.2        OTHER OFFICES

The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1        PLACE OF MEETINGS

Meetings of shareholders shall be held at any place within or outside the State of Wyoming designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation.

2.2        ANNUAL MEETING

The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of shareholders shall be held on the first Thursday of August in each year at 10 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected, and any other proper business may be transacted.

2.3        SPECIAL MEETING

A special meeting of the shareholders may be called at any time by the board of directors, or by the chair of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors or the president or the chair of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by electronic transmission to the corporation to the chair of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.5 and 2.6 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

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2.4        MEETING BY ELECTRONIC TRANSMISSION

A meeting of the shareholders may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication provided: (1) the corporation implements reasonable measures to provide shareholders an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, and (2) if any shareholder votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation. If such electronic meetings are authorized, a shareholder that attends via electronic transmission by and to the corporation or electronic video screen communication shall be deemed present as if that shareholder had attended the meeting in person or by proxy. Unless all shareholders otherwise consent, any request by a corporation to a shareholder for consent to conduct a meeting of shareholders by electronic transmission by and to the corporation, shall include a notice that the meeting shall also be held at a physical location in accordance with Section 2.1 of this Article II. Nothing in this Article II, Section 2 shall limit or restrict a shareholder's right to notice of a meeting as provided in this Article II.

2.5        NOTICE OF SHAREHOLDERS' MEETINGS

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.6 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.6 of these bylaws, thirty (30) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.5 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election.

2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by electronic transmission by the corporation or (iv) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in section 605 of the Code) on the record date for the shareholders' meeting, or (iv) by telegraphic or other written communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by electronic transmission by the corporation or by other means of written communication.

If any notice not sent by electronic transmission by the corporation addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

If the corporation is unable to deliver two consecutive notices to the shareholder by electronic transmission or the inability to so deliver a notice to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent or any other person responsible for giving of the notice, then that shareholder shall be deemed to have revoked consent to the use of those means of transmission for communications.

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An affidavit of the mailing or other means of giving any notice of any shareholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.

2.7        QUORUM

The presence in person or by proxy of the holders of a majority of the shares entitled to vote constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

2.8        ADJOURNED MEETING; NOTICE

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.7 of these bylaws.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than forty-five (45) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these bylaws.

At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

2.9        VOTING

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of the Wyoming corporate statutes (“Code” - relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership).

The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun. Should a ballot vote be taken, an electronic transmission to the corporation may serve as the ballot of any shareholder participating by electronic transmission.

Except as provided in the last paragraph of this Section 2.9, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote.

If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation.

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At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) if the candidates' names have been placed in nomination prior to commencement of the voting and the shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect.

2.10       VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as if they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.5 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

2.11        SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

In the case of election of directors, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

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If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section 2.6 of these bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to the Code, (ii) indemnification of a corporate "agent," pursuant to the Code, (iii) a reorganization of the corporation, pursuant to the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

2.12 RECORD DATE FOR SHAREHOLDER NOTICE: VOTING; GIVING CONSENTS

For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Code.

If the board of directors does not so fix a record date:

(a)        the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and

(b)       the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

The record date for any other purpose shall be as provided in Article VIII of these bylaws.

2.13        PROXIES

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the Code.

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2.14        INSPECTORS OF ELECTION

Before any meeting of shareholders, the board of directors may (or may not) appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chair of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chair of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a)       determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b)       receive votes, ballots or consents;

(c)       hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)       count and tabulate all votes or consents;

(e)       determine when the polls shall close;

(f)        determine the result; and

(g)        do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

3.1        POWERS

Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2        NUMBER OF DIRECTORS

The number of directors of the corporation can initially be 1 (one); but after a reasonable period of time, shall be at least 3 (three) or as otherwise contained in the articles of incorporation. This number shall not be changed except by majority approval of the board of directors.

3.3        ELECTION AND TERM OF OFFICE OF DIRECTORS

Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

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3.4        RESIGNATION AND VACANCIES

Any director may resign effective on giving written notice to the chair of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE AND ELECTRONIC MEETINGS

Regular meetings of the board of directors may be held at any place within or outside the State of Wyoming that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held at any place within or outside the State of Wyoming that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or electronic transmission by and to the corporation; and all such directors shall be deemed to be present in person at the meeting so long as each director can hear each other in the case of meetings by conference telephone or electronic video screen communication, or can communicate with all other members concurrently in the case of meetings by electronic transmission by and to the corporation.

3.6        REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors.

3.7        SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chair or co-chairs of the board, the president, any vice president, the chief financial officer, the secretary or any two directors or 60% of the directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone or by electronic transmission by the corporation or sent by first-class mail, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by electronic transmission by the corporation, it shall be delivered personally or by telephone or by electronic transmission by the corporation at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

3.8        QUORUM

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), per the Code (as to appointment of committees), per the Code (as to indemnification of directors), the articles of incorporation and other applicable law.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9        WAIVER OF NOTICE

Notice of a meeting need not be given to any director (i) who provides a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors.

3.10        ADJOURNMENT

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

3.11        NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these bylaws, to the directors who were not present at the time of the adjournment.

3.12        BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board.

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3.13        FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

3.14        APPROVAL OF LOANS TO OFFICERS

The corporation may, upon the approval of the board of directors alone, make loans of money or property to, or guarantee the obligations of, any officer of the corporation or its parent or subsidiary, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the board of directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the Code) on the date of approval by the board of directors, and (iii) the approval of the board of directors is by a vote sufficient without counting the vote of any interested director or directors.

3.15       REMOVAL OF A DIRECTOR BY THE BOARD OF DIRECTORS

Upon motion, and for legitimate cause, the board of directors may act, by a majority, to remove a member of the board of directors. In such case, the board of directors shall direct the CEO or other appropriate officer of the corporation to promptly notify shareholders of this action.

ARTICLE IV

COMMITTEES

4.1        COMMITTEES OF DIRECTORS

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares;

(b)        the filling of vacancies on the board of directors or in any committee;

(c)       the fixing of compensation of the directors for serving on the board or any committee;

(d)        the amendment or repeal of these bylaws or the adoption of new bylaws;

(e)        the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f)        a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g)        the appointment of any other committees of the board of directors or the members of such committees.

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4.2        MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment) and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

5.1        OFFICERS

The officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chief executive officer, chief operating officer, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.

5.2        ELECTION OF OFFICERS

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment.

5.3        SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4        REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5        VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

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5.6        CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to the chairman by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. This title may be changed to “Chair” if desired by the board of directors or shareholders.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES, AND OTHER AGENTS

6.1       INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article VI, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.2        INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article VI, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.3        PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

6.4        INDEMNITY NOT EXCLUSIVE

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

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6.5        INSURANCE INDEMNIFICATION

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify them against such liability under the provisions of this Article VI.

6.6        CONFLICTS

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1        MAINTENANCE AND INSPECTION OF SHARE REGISTER

The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder by these bylaws.

A shareholder or shareholders of the corporation who holds at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who holds at least one percent (1%) of such voting shares and has filed a Schedule 14B with the Securities and Exchange Commission relating to the election of directors, may (i) inspect and copy the records of shareholders' names, addresses, and shareholdings during usual business hours on five (5) days' prior written demand on the corporation and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand.

Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate.

Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

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7.2        MAINTENANCE AND INSPECTION OF BYLAWS

The corporation shall keep, at its principal executive office, the original or a copy of these bylaws as amended to date, which bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of Wyoming and the corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these bylaws as amended to date.

7.3        MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

7.4        INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, as well as the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

7.5       ANNUAL REPORT TO SHAREHOLDERS; WAIVER

The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.6 of these bylaws for giving notice to shareholders of the corporation. Any annual or periodic report that is issued may be sent by electronic transmission by the corporation.

The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of Changes in financial position for the fiscal year and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

The foregoing requirement of an annual report can be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

7.6        FINANCIAL STATEMENTS

If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

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If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and for a balance sheet of the corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

7.7        REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chair of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1        RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code.

If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

8.2        CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

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8.3        CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.4        CERTIFICATES FOR SHARES

A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the chair of the board or the vice chair of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person was an officer, transfer agent or registrar at the date of issue.

8.5        LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.6        CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular and the term "person" includes both a corporation and a natural person.

"Electronic transmission by the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2)posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications under or pursuant to the Code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission by a corporation to an individual shareholder or member under the Code is not authorized unless, in addition to satisfying the requirements of this section, the transmission satisfies the requirements applicable to consumer consent to electronic records as set forth in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.7001(c)(1)).

15

"Electronic transmission to the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

"Electronic transmission by and to the corporation" has the meanings set forth above under the definitions "electronic transmission by the corporation" and "electronic transmission to the corporation".

ARTICLE IX

AMENDMENTS

9.1        AMENDMENT BY SHAREHOLDERS

New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent by a majority of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation.

9.2       AMENDMENT BY DIRECTORS

Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors.

16

CERTIFICATE OF SECRETARY

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Advanced Fuel Technologies Ltd. and that the foregoing Bylaws were adopted as the Bylaws of the corporation this 28th day of July, 2016.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the corporate seal (if there is one) this 28th day of July, 2016.

/s/ Leonard Stella

Leonard Stella

17

EX1A-2A CHARTER

Exhibit 2.3

STATE OF WYOMING

Office of the Secretary of State

I. ED MURRAY, SECRETARY OF STATE of the STATE OF WYOMING do hereby certify that according to the records of this office.

Advanced Fuel Technologies Ltd.

is a

Profit Corporation

formed or qualified under the laws of Wyoming did on July 27, 2016, comply with all applicable requirements of this office. Its period of duration is Perpetual. This entity has been assigned entity identification number 2016-000721430.

This entity is in existence and in good standing in this office and has filed all annual reports and paid all annual license taxes to date, or is not yet required to file such annual reports: and has not filed Articles of Dissolution.

I have affixed hereto the Great Seal of the State of Wyoming and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Cheyenne, Wyoming on this 17th day of May, 2017 at 8:27 AM. This certificate is assigned 023103621.

Notice: A certificate issued electronically from the Wyoming Secretary of States web site is immediately valid and effective. The validity of a certificate may be established by viewing the Certificate Confirmation screen of the Secretary of States website http://wyobiz.wy.gov and following the Instructions displayed under Validate Certificate.

STATE OF WYOMING • SECRETARY OF STATE

ED MURRAY

BUSINESS DIVISION

2020 Carey Avenue, Cheyenne. WY 82002-0020
Phone 307-777-7311 • Fax 307-777-5339

Website: http://soswy.state.wy.us     business@wyo.gov

Validation of Certificate of Good Standing for
Certificate Issued 05/17/2017

Validation Certificate Generated: May 17, 2017

Certificate number 023103621 is a valid number for a certificate of good standing issued by the Wyoming Secretary of State's office for Advanced Fuel Technologies Ltd., a Profit Corporation formed or qualified under the laws of Wyoming on 07/27/2016.

EX1A-4 SUBS AGMT

Exhibit 4

ADVANCED FUEL TECHNOLOGIES LTD.

SUBSCRIPTION AGREEMENT

TO BE FILLED OUT BY SUBSCRIBER:

Full Name_________________________________________

Address__________________________________________

Home Telephone___________________________________

Business Telephone_________________________________

Fax Number_______________________________________

Email Address______________________________________

Ladies and Gentlemen:

The undersigned hereby tenders this subscription and applies for the purchase of ______________ shares of Common Stock Class A (“Shares”) as fully set forth and described in the Regulation A+ Offering Circular dated _____________, 2017, of ADVANCED FUEL TECHNOLOGIES LTD. (the "CORPORATION" or “company”), a Wyoming corporation, upon the terms and conditions set forth below. The Shares will sometimes be referred to herein as the "Securities." A check payable to ADVANCED FUEL TECHNOLOGIES LTD., in the amount of $__________, or wire transfer or a money order in the same amount, 100% of the total due for such Shares, at a price of $0.50 per Share, is delivered herewith.

The undersigned understands that the CORPORATION may reject any subscription for Shares for any reason (regardless of whether any check relating to such subscription is deposited in a bank or trust account), and that the CORPORATION will promptly return the funds delivered herewith, without interest thereon, in the event this subscription is rejected, without deduction for expenses. By execution below, the undersigned acknowledges that the CORPORATION is relying upon the accuracy and completeness of the representations contained herein in complying with our obligations under applicable securities laws.

1. The undersigned acknowledges and represents as follows:

a. The undersigned has received and carefully reviewed, and is familiar with, the Offering Circular dated as aforesaid and all material incorporated by reference therein or delivered therewith, if any (the "Offering Circular"). In evaluating the suitability of an investment in the Securities, the undersigned has not relied upon any representations or other information (whether oral or written) from Management of the company, its officers, directors, or employees or from the CORPORATION other than as set forth in the Offering Circular.

b. The undersigned has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the prospective purchase of the Securities.

c. The undersigned has obtained, to the extent he/she/it deems necessary, his/her own personal professional advice with respect to the risks inherent in the investment in the Securities, and the suitability of the investment in the Securities in light of his/her/its financial condition and investment needs.

d. The undersigned believes that the investment in the Securities is suitable for him/her based upon his/her/its investment objectives and financial needs, and the undersigned has adequate means of providing for his/her/its current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities.

e. The undersigned has verified information included in the Offering Circular, and obtained any of the documents described in the Offering Circular so desired.

f. The undersigned recognizes that the CORPORATION has no operating history, and that the Securities as an investment involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the company and the risks described under the heading "Risk Factors" in the Offering Circular.

1

g. The undersigned realizes that (i) the purchase of the Securities should be considered by him/her to be a long-term investment, (ii) the purchaser of the Securities must bear the economic risk of investment for an indefinite period of time because although the Securities have been registered under applicable securities laws pursuant to Regulation A+ of the SEC, there is no guarantee that a public secondary market for the Securities will develop. The undersigned understands that he/she/it may not be able to liquidate his/her/its investment in the Securities in the event of an emergency or pledge any of the Securities as collateral security for loans.

h. The undersigned acknowledges that he/she/it understands the risk that insufficient capital will be raised in this offering or in any other attempt to raise financing to fund the project contemplated hereby, if any, to assist in accomplishing the CORPORATION's goals and projections (if any); and that there is absolutely no assurance that (a) the company will complete this offering of its Shares (b) the company will be able to secure adequate funding from some other source to complete its proposed projects/business plan ; or (c) that the CORPORATION will be able to operate profitably. Further, the undersigned acknowledges that if the CORPORATION is unable to successfully conclude this offering, or obtain other financing, the company (and, therefore, the undersigned) would suffer a substantial loss which may result in the CORPORATION not being able to develop and market the CORPORATION's proposed products.

2. The undersigned represents and warrants that he/she is a bona fide resident of, and is domiciled in, the State or Country of __________________________, and that the Securities are being purchased by him/her/it in his/her/its name solely for his/her/its own beneficial interest and not as nominee for any other person, trust, or organization.

3. The undersigned is informed of the significance to the CORPORATION of the foregoing representations, and such representations are made with the intention that the CORPORATION will rely on the same. The undersigned shall indemnify and hold harmless the CORPORATION's officers, directors, and agents and the CORPORATION itself against any losses, claims, damages, or liabilities to which they, or any of them, may become subject insofar as such losses, claim, damages, or liabilities (or actions in respect thereof) arise from any misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned to the CORPORATION.

4. The undersigned, if other than an individual, makes the following additional representations and warranties:

a. The undersigned was not organized for the specific purpose of acquiring the securities.

b. This Subscription Agreement has been duly authorized by all necessary action on the part of the undersigned, has been duly executed by the authorized officer or representative of the undersigned, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms.

5. Manner in Which Title to the Securities is to be Held. It is understood the Securities will be issued in the name of the undersigned. The CORPORATION will not have or make a record of how title is otherwise to be held (such as “individual ownership,” “joint tenancy” or “tenants in common”).

6. The undersigned, if executing this Subscription Agreement in a representative or fiduciary capacity, (ii) represents that he or she has full power and authority to execute and deliver this Subscription Agreement on behalf of the subscribing individual, partnership, trust, estate, corporation, or other entity for whom the undersigned is executing this Subscription Agreement, and such individual, partnership, trust, estate, corporation, or other entity has full right and power to perform pursuant to such Subscription Agreement and become a member of the company and (ii) acknowledges that the representations and warranties contained herein shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing.

2

SIGNATURE PAGE FOR INDIVIDUALS: Dated: _____________, 201__

__________________________________

Signature

__________________________________

Signature

(all record holders must sign)

__________________________________

Name(s) Typed or Printed

__________________________________

Name(s) Typed or Printed

__________________________________

Address to Which Correspondence

Should be directed

__________________________________

Street or P.O. Box

__________________________________

City, State or Zip Code

__________________________________

Social Security Number

__________________________________

Social Security Number

__________________________________

Telephone Number

WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT, ALONG WITH THE SUBSCRIBER'S CHECK (PAYABLE TO ADVANCED FUEL TECHNOLOGIES LTD.) OR OTHER ACCEPTABLE PAYMENT PER THE ABOVE SHOULD BE DELIVERED TO ADVANCED FUEL TECHNOLOGIES LTD., 999 18^TH STREET, SUITE 3000, DENVER, CO 80202.

ACCEPTED: ADVANCED FUEL TECHNOLOGIES LTD.

By_______________________________ Date________________________

CEO or CFO

3

SIGNATURE PAGE FOR ENTITIES: Dated: _____________, 201_

_______________________________

Name of Entity

______________________________

*Signature with Title

______________________________

Name(s) Typed or Printed

______________________________

Address to Which Correspondence

Should be directed

_______________________________

Street or P.O. Box

_______________________________

City, State and Zip Code

_______________________________

Tax Identification Number

_______________________________

Telephone Number

*If Securities are being subscribed for by an entity, a document evidencing proper signatory authority must be attached to the Confidential Purchaser Questionnaire.

WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT, ALONG WITH THE SUBSCRIBER'S CHECK (PAYABLE TO ADVANCED FUEL TECHNOLOGIES LTD.) OR OTHER ACCEPTABLE PAYMENT PER THE ABOVE SHOULD BE DELIVERED TO ADVANCED FUEL TECHNOLOGIES LTD., 999 18^TH STREET, SUITE 3000, DENVER, CO 80202.

ACCEPTED: ADVANCED FUEL TECHNOLOGIES LTD.

By_______________________________ Date________________________

     CEO or CFO

4

EX1A-6 MAT CTRCT

Exhibit 6.1

MEMORANDUM OF UNDERSTANDING

BETWEEN

EFFECTIVE DATE: August 7th, 2016

LUX BIOLOGICS LIMITED

&

ADVANCED FUEL TECHNOLOGIES LIMITED

Page 1 of 5

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING dated as of the 9th day of June 2016

BETWEEN:

Lux Biologics Limited a body corporate constituted under the laws of Canada, having a place of business at 36 King Street East, 4th Floor Toronto Ontario M5C 1E5 (Hereinafter referred to as “LUX”)

– and –

Advanced Fuel Technologies Limited, a body corporate that is constituted under the laws of Wyoming having a place of business 999 18th Street Suite 3000, Denver, Colorado USA 80202, Represented by Mireille Samson (Hereinafter referred to as (“INVESTOR/PARTNER”)

WHEREAS LUX. Introduced as a producer of Oil and has a proprietary process and facility to manufacture bio- oil.

The two parties agree to create the Memorandum of Understanding (MOU) for cooperation as follows:

WHEREAS the total budgeted value of the project for Phase 1 is: to build a 3 million liter biodiesel facility and a 3 million liter (792,000 gallons) oil facility expected to cost $ 1.5 million US dollars.

The total cost for the facility will be $1.5 million US dollar in which LUX deliver all equipment for an operating oil production facilities. The Equipment will be built in Canada.

GENERAL. The Investor /partner shall acquire fifty percent (50%) of Lux Biologics Limited shareholding and the know-how of the process that transforms carbon molecules into one cell lipids. Both parties are aware that the process is a know-how and not an intellectual property patterned or registers anywhere in the world.

WHEREAS the construction of the facilities will be built with specifications elaborated and approved by LUX and its engineers. It will be held 50/50 by the parties.

AND WHEREAS the parties wish to join their efforts and resources in order to realize the Project (Bio-oils).

AND WHEREAS the parties hereto have determined to enter into this Memorandum of Understanding (the "MOU") to set forth the general terms and conditions for the two parties to continue with good faith negotiations for the consummation of the transactions set forth and described herein.

Page 2 of 5

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

(1) Scope of the MOU

The parties agree and acknowledge that definitive agreements governing the relationship between the parties with respect to the transactions contemplated herein shall be set forth in formal and definitive contracts, agreements and other necessary documentation (collectively, the “Formal Agreements”) to be negotiated and executed between the parties, which shall contain terms, conditions, representations, warranties and covenants acceptable to both parties, their respective financial and legal advisors and any necessary third parties. This MOU may not cover all aspects of the envisaged transactions and such transactions will only be completed upon the execution of the Formal Agreements and Licensing Agreement.

(2) Parties’ Contribution

The Final Agreements shall set forth, in detail, each of the parties’ contribution to the transaction - as well as their respective areas of responsibility with respect to the advancement and realization of the Project. However, on a preliminary basis, the parties agree to the following:

The parties hereto will attempt to enter into a contractual agreement, and without limiting the generality of the foregoing the parties will prioritize the following:

A. The INVESTOR/PARTNER is investing 1.5 million US dollars in LUX;

i) $300,000 30 days after the commencement of the construction of the facility.

ii) $1,200,000 within the next 90 days after the facility is completely built

B. INVESTOR/PARTNER will receive 50% control of LUX and signing authority on the account that will necessitate two signatures;

C. A Use of Funds will be created and approved for the advancement of the project

D. The INVESTOR/PARTNER may change the terms of payment if acceptable to Lux Biologics Limited

E. The project or facility will be in Russell County, Province of Ontario area or in the Province of Quebec.

Page 3 of 5

(3) Expenses

The parties shall discuss, negotiate and agree upon their respective goals. Their agreement on these matters shall be set forth in the Use of Funds

(4) Formal Agreements

LUX will endeavor to provide the INVESTOR with a draft of the Formal Agreements within ninety (90) days of the execution of this MOU. Once the MOU is executed both parties can agree that the signed MOU can be accepted as the formal agreement.

(5) Nominee Holding

INVESTOR/PARTNER decide to introduce a nominee as the owner of his shares of LUX.

(6) Confidentiality and Public Statements

This MOU shall remain confidential and no party shall disclose any of its contents without the prior written consent of the other party. Notwithstanding the foregoing:

(a) Either party may disclose the terms of this MOU without the other party’s prior written consent to its financial, legal and other advisors for the purposes of affecting the transactions contemplated herein. Any such disclosure shall be on terms and conditions sufficient to preserve the confidential nature of the data and information contained herein; and

(b) either party may disclose the terms of this MOU without the other party’s prior written consent only to the extent such information is required to be disclosed under applicable law, stock exchange regulations or by a governmental order, decree, regulation or rule.

(7) Term and Termination

The term of this MOU shall be for five (5) working days from the date first written above, if not signed will become null and void.

(8) Assignment

No assignment of any interest in this MOU may be made without the prior written consent of the other party hereto.

9) Notices

Any notice, request, instruction, correspondence, or other documentation to be given hereunder by any party to the other shall be delivered personally, or by facsimile, in each case addressed to the parties at the following addresses:

For LUX:	For INVESTOR/PARTNER:
To: Lux Biologics Limited	To: Advanced Fuel Technologies Limited
Attn: Julien Peloquin	Attn: Mireille Samson

Page 4 of 5

(10) Governing Law

This MOU and the rights and duties of the parties arising out of this MOU shall be governed by and construed in accordance with laws of Ontario Canada, excluding any conflict of law rules that would apply the rules of another jurisdiction.

(11) Prior Agreements

This MOU integrates the entire understanding between the parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter.

(12) No Partnership, Association, Etc.

Nothing contained in this MOU shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation or liability on or with regard to the other party until it is fully executed.

(13) Disputes

Any dispute arising pursuant to this MOU shall be exclusively settled by arbitration, held in ONTARIO. Any arbitral award will be final, binding and no appealable, and any judgment thereon may be executed and enforced in any court have jurisdiction.

IN WITNESS WHEREOF THE PARTIES hereto have duly executed this MOU on August 9th, 2016

- Signed -

LUX BIOLOGICS LIMITED

__________________________

Per: Julien Peloquin, President

- Signed -

____________________________

ADVANCED FUEL TECHNOLOGIES LIMITED

Per: Mireille Samson, CEO

Page 5 of 5

Advanced Fuel Technologies Limited

Extending the period of Investment from the Founders

This addendum is an integral part of the subscription agreements signed August 12, 2015

Re: Prime Trek Investment Corp - Ambrosia Rosedale Capital Limited - Abigail 5 Capital Inc.

The Directors at AFT have agreed to extend the period of investment of the founders to August 11, 2017

Signed 11 December 2016

/s/ Mireille Samson

Mireille Samson CEO

/s/ Francesca Albano

Francesda Albano CFO

EX1A-6 MAT CTRCT

Exhibit 6.2

Declaration from the sole Director and Shareholder

I, Julien Peloquin hereby declare being the sole director and shareholder inscribed at the registry of corporations in Canada. I hold the position of President, Secretary and Treasurer. I hold the only 1000 voting common shares issued. I have signed an MOU with Advanced Fuel Technologies Limited to sell 50% of my shares for $1,500,000.00 and in the future the balance of shares of Lux Biologics Limited for shares of Advanced Fuel Technologies Limited.

There will be no other common shares or other categories of shares of Lux Biologics Limited being emitted during the duration of the agreement signed between Lux Biologics and Advanced Fuel Technologies and until it is agreed by both parties that the MOU is null and void.

Signed in Toronto, Ontario Canada December 18th 2016

- Signed -

__________________________________

Julien Peloquin, President

Acknowledged by Francesca Albano on Behalf of Advanced Fuel Technologies Limited

- Signed -

__________________________________

Francesca Albano, CFO

EX1A-11 CONSENT

Exhibit 11

Consent of Independent Registered Public Accounting Firm

We hereby consent to the use of our report dated April 26, 2017, on the financial statements of Advanced Fuel Technologies Ltd. at December 31, 2016 and for the period from July 27, 2016 (inception) to December 31, 2016 included herein on the Regulation A Offering Statement of Advanced Fuel Technologies Ltd on Form 1-A.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

May 17, 2017

EX1A-12 OPN CNSL

Exhibit 12

PETER J. WILKE

ATTORNEY AT LAW

8117 W Manchester Ave, Suite 700

Playa del Rey, California 90293

323-397-5380

Fax by prior arrangement only

petewilke1@aol.com

Website:

www.petewilke.com

Member of the California and Washington

Bar Associations

May 17, 2017

Board of Directors

Advanced Fuel Technologies Ltd.

Regarding: Regulation A Offering Statement on Form 1-A

Ladies and Gentlemen:

I have been special counsel for Advanced Fuel Technologies Ltd., a Wyoming corporation, in connection with the proposed sale ("Sale") of shares of the Company's Common Class A stock pursuant to the Regulation A Offering Statement on Form 1-A (“Form 1-A”), filed on EDGAR May 17, 2017, with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the "Act"), and the regulations promulgated thereunder.

The Form 1-A/Offering Circular relates to the proposed Sale and issuance by the Company of up to 50,000,000 shares of Common Class A common stock, with a $0.001 par value per share.

In the preparation of this legal opinion, I have examined originals or copies identified to my satisfaction of: (i) The Amended and Restated Articles of Incorporation of the Company; (ii) the Company’s Bylaws; (iii) certain resolutions of the Board of Directors of the Company relating to the issuance of the Shares being registered pursuant to the Form 1-A/Offering Circular; (iv) the Form 1-A, and exhibits thereto. I have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we deemed necessary or advisable for purposes of this legal opinion.

In my examination, I have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents and instruments submitted to me as originals, the conformity to the originals of all documents and instruments submitted to me as certified or conformed copies, the correctness of all certificates, the capacity of all natural persons, and the accuracy and completeness of all records, documents, instruments and materials made available to me by the Company.

Board of Directors
Advanced Fuel Technologies Ltd.

May 17, 2017
Page 2 of 2

I assume/take no responsibility for any changes that may have occurred with respect to the status of the Corporation, or any other factual matters addressed in the Company's Articles, from and after date of this legal opinion.

For purposes of this legal opinion, I have assumed that, prior to the issuance of any Shares, (1) the Form 1-A, as it may be amended, will have become qualified under the Act and (2) the Corporation has obtained all necessary permits or qualification of the securities being offered to consummate the Sale as described in the Form 1-A, and the Corporation is otherwise in compliance with all federal, state, and local laws applicable to it and its business. Based upon and subject to the foregoing, it is my opinion that the Shares being sold pursuant to the Form 1-A are duly authorized and will be, when issued in the manner described in the Form 1-A, legally and validly issued, fully paid and non-assessable.

This legal opinion is limited to the matters set forth herein, and no opinion is expressed other than as expressly set forth herein. This legal opinion is expressed as of the date hereof and is based on laws currently in effect. Accordingly, the conclusions set forth in this legal opinion are subject to change in the event that any laws should change or be enacted in the future. I have no obligation to update this legal opinion or to otherwise communicate with you in the event of any such change.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the Form A-1 or any portion thereof.

I consent to the use of this legal opinion as an exhibit to the Form 1-A. In giving such consent, I do not hereby admit that I am an expert or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

-ss- PETER J. WILKE

PETER J. WILKE

EX1A-15 ADD EXHB

Exhibit 15.1

Explanatory statements regarding Advanced Fuel Technologies Ltd:

The Form 1-A precludes comments and certain numeric values from being input. The following are the values/comments we would like noted:

ITEM 1 - Financial Statements

Title	As reported	As Actual
Earnings Per Share - Basic:	0.00	(0.00)
Earnings Per Share - Diluted:	0.00	(0.00)

ITEM 4 - Summary Information

Title	As reported	As Actual
Number of securities offered:	50,000,000	50,000,000 Common Class A
Price per security:	0.50	0.50
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer:	$25,000,000	$25,000,000
Total:	$25,000,000	$25,000,000
Estimated net proceeds to the issuer:	$25,000,000	$25,000,000

ITEM 5. - Jurisdictions

Title	As reported	As Actual
Comment only		The officers of the issuer will be the only people offering the securities (Common Class A).