0001445866-18-000233.txt : 20180309 0001445866-18-000233.hdr.sgml : 20180309 20180309120011 ACCESSION NUMBER: 0001445866-18-000233 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180309 DATE AS OF CHANGE: 20180309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Co-optrade CENTRAL INDEX KEY: 0001719808 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 822630783 STATE OF INCORPORATION: WY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10759 FILM NUMBER: 18679178 BUSINESS ADDRESS: STREET 1: 5830 E 2ND ST CITY: CASPER STATE: WY ZIP: 82609 BUSINESS PHONE: 307-275-8228 MAIL ADDRESS: STREET 1: 3190 BONITA ROAD #156 CITY: CHULA VISTA STATE: CA ZIP: 91910 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001719808 XXXXXXXX 024-10759 false false false Co-optrade WY 2017 0001719808 7374 82-2630783 0 0 30 N GOULD STREET STE R, SHERIDAN WY 82801 307-275-8228 Melandrew Santos Other 557.00 0.00 0.00 0.00 557.00 0.00 0.00 0.00 557.00 557.00 0.00 2548.00 0.00 -2548.00 0.00 0.00 Common Stock 7000000 N/A N/A 0 0 true true false Tier1 Unaudited Equity (common or preferred stock) N N N Y N N 23500000 7000000 0.8000 18800000.00 0.00 0.00 0.00 18800000.00 false true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 true PART II AND III 2 partiiandiii.htm PART II AND III

 

PART II – OFFERING CIRCULAR

 

Co-optrade

30 N Gould Street Ste R

Sheridan, WY 82801

Phone: +1(307) 275 8228 

Website: https://www.co-optrade.com

 

Best Efforts Offering of Units

Each Unit Comprised of One Common Share

Offering Price: $0.80 per Unit

Offering: 23,500,000 Units for $18,800,000

Minimum Offering: 62,500 Units for $50,000

 

The proposed offering (the “Offering”) will begin as soon as practicable after this Offering Circular has been qualified by the United States Securities and Exchange Commission (“SEC”). The Units are to be offered on a “best efforts” basis. The Offering will close upon the earlier of (1) the sale of 23,500,000 Units, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company (the “Offering Period”). The Company is planning the first closing approximately 60 days after this Offering Circular has been qualified by the SEC. There is a 62,500 units minimum offering amount and funds raised may not be sufficient to complete the objectives of the Company set forth in this Offering Circular. If any prospective Investor’s subscription is rejected, all funds received from such Investor will be returned without interest or deduction.

UNITS OFFERED

PRICE TO PUBLIC

COMMISSION/FEES

PROCEEDS TO COMPANY

Per Unit

$0.80

$0

$0.80

Total Minimum 62,500 Units

 $50,000

$0

 $50,000

Total Maximum 23,500,000 Units

$18,800,000

$0

$18,800,000

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

Note: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


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OFFERING CIRCULAR DATED March 9, 2018

THERE IS NO PUBLIC MARKET FOR THE SECURITIES IN THE U.S.

Investing in the Units involves risks. PLEASE REFER TO “RISK FACTORS” ON PAGE 3.

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

An offering statement pursuant to Regulation A Tier I, relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained. Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov/.

Any information that a reasonable investor would deem material regarding the SEC Administrative Proceeding File No. 3-10450, In the Matter of Mark E. Gould and Jackson L. Morris dated April 3, 2001, available at: https://www.sec.gov/litigation/admin/33-7966.htm. Jackson L. Morris is responsible for the legal opinion found in Exhibit 12.1.  Since the company is relying on the legal opinion of Jackson L. Morris, therefore the company needs to disclose the SEC Proceeding File No. 3-10450. SEC Proceeding File No. 3-10450 states that Morris involvement in an unregistered distribution of the common stock of PSA, Inc. during 1998. Morris and Gould received their shares from a group of stock promoters who were completing a reverse merger for the Original PSA, a privately held company, and who were engaged in a ,pump and dump securities fraud scheme. In anticipation of the institution of these administrative proceedings, respondents Gould and Morris have submitted Offers of Settlement ("Offers"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings herein, except that they admit the jurisdiction of the Commission over them and over the subject matter of these proceedings, Morris and Gould consent to the issuance by the Commission of this Order Instituting Public Administrative Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings and Issuing a Cease-and-Desist Order (the "Order"). Jackson L. Morris is the author of legal opinion and a party in the SEC administrative proceeding.


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The company has engaged Colonial Stock Transfer Company, Inc. having offices at 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111 (the “Escrow Agent” or “Colonial”) to hold funds tendered by investors, and assuming we sell a minimum of $50,000 in shares, may hold a series of closings at which we receive the funds from the escrow agent and issue the shares to investors.  The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) one year from the date upon which the Securities and Exchange Commission qualifies the Offering Statement of which this Offering Circular forms a part, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. In the event we have not sold the minimum amount of shares by _________, 2018, or sooner terminated by the company, any money tendered by potential investors will be promptly returned by the Escrow Agent. The company may undertake one or more closings on a rolling basis once the minimum offering amount is sold. After each closing, funds tendered by investors will be available to the company. The offering is being conducted on a best-efforts basis.

 

 

TABLE OF CONTENTS:

 

Item #

Description

Page #

Item 3

Summary of Offering Circular Information & Risk Factors

3

Item 4

Dilution

11

Item 5

Plan of Distribution

11

Item 6

Use of Proceeds to the Issuer

12

Item 7

Description of Business of Co-optrade

15

Item 8

Management’s Discussion and Analysis

16

Item 9

Directors, Executive Officers, and Significant Employees

21

Item 10

Security Ownership of Certain Beneficial Owners and Management

22

Item 11

Securities Being Offered

23

Financial

Financial Statements Section

24

Part III

Index of Exhibits

31

 

Signatures

31

 

Currency:

All references to dollars in this Offering Circular are to United States dollars.

Item 3. Summary and Risk Factors

Offering Circular Summary


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Tier 1 Offering under Regulation A+

 

This is a Regulation A+ Tier 1 offering where the securities will not be listed on a registered national securities exchange in the United States on qualification.

 

Co-optrade

 

Co-optrade was incorporated in the state of Wyoming, U.S.A. in August 28, 2017.

 

The Company is structured to be a social networking service for entrepreneurs and other interested parties. It will be used to connect these parties online to interact, or trade information and resources so that they may widen their network and different services.

 

As at the date of this Offering Circular, Co-optrade has 7,000,000 Common Shares outstanding.

 

Since creation of the Company in August 28, 2017, its activities have been funded entirely by advances from management and shareholders. It is possible that the Company will not succeed in its financings and there is no assurance that alternative funding will be available. Should adequate funding not be available, management of the Company will have to make decisions as to how the Company can carry on with its business plans.

The Company currently does not have funds to complete its Short Term Objectives. To implement and complete the steps outlined in “Short Term Objectives” on page 7 of this Offering Circular, the Company will need to be successful in its fundraising efforts under this Offering Circular.

The Company requires additional sources of funding to continue developing the business in ITEM 6 – Use of Proceeds to the Issuer on page 10 of this Offering Circular and the long-term plan to market the company and develop the targeting into multiple markets, which may come from private placements, public offerings or joint venture arrangements.

The current operational status of Co-Optrade is under development stage. With this in mind the software needed for the the platform is on progress.

Co-Optrade intends to use Colonial Stock Transfer Company, Inc. (www.colonialstock.com/) as a stock transfer agent. Colonial is responsible in handling shareholder records by maintaining the stock classes, providing certificate history and information for any inquiring shareholders regarding their accounts, updating shareholder contact information, and providing full shareholder, broker, and regulatory support.

Overview of the Services:

 

Co-optrade (https://www.co-optrade.com) is structured to be a social networking service for entrepreneurs and other interested parties. It will be used to connect these parties online to interact, or trade information and resources so that they may widen their network and different services.

Our mission is to connect all visionaries, dreamers, and innovators by providing a network that links to different people and sites in one platform.

 

The visionaries, dreamers, and innovators that we aim are entrepreneurs who are adventurous, willing to learn new information, and wish to further grow themselves and their companies.


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We focus on innovators, builders, traders, freelancers, founders, entrepreneurs and other interested parties to exchange ideas and resources for the success of each member of the network.

 

We believe that there is a place for our services between the entrepreneurs and other parties to fill the gap in social media and networking sites.

 

We desire to create a social environment with educational tools and connections for the members to thrive together with other successful members.

 

Free Users and Tools

We are dedicated to establish a platform for thriving online entrepreneurs and interested parties to network. In addition, we strive to provide great software tools for educational and technical purposes, as well as for those who are just starting to learn how to be a professional mentor, online trader, freelancer, or entrepreneur. With this platform they can build and grow their skills, network, and credibility.

 

Professional Subscriptions Services

Professional subscriptions are designed to gain students or clients from the website, build credibility, and advertise professionalism.

 

We designed and build packages for:

1. Mentors- student list followers  

2. Online Traders - trading journal

3. Start-ups- pitch decks

4. Free-lancers- gigs and clients list  

All packages include discounts from our affiliates, or sponsors. .(this means any business or investors that would like to trade services may be use.)

 

Transaction Services

The Entrepreneurs and interested parties consist of various industries but the biggest one is the Finance industry. We understand building and establishing a user's company and network requires different kinds of tools. With our income sharing platform and programs, every company will have an edge to increase sells in their products. The income sharing platform is base on the deals or contracts made between Co-Optrade and other companies involved. Currently, Co-optrade has not entered into such any contracts. The anticipated transaction services are subject to change or improvement due to current stage of software development. If Contracts has been successfully made, these contracts could help hastened the growth or expansion of the company. However, if the company fails to establish any contracts it may cause slow growth and loss to the company that impact the current investors negatively or may lead to stagnant attraction of potential investors.

 

Sponsored Search Links and Database

Paid referrals or links will be featured for sponsors on start ups, freelance websites, trading companies, patents, and other sponsored links when searching.

 

Marketing Services

Even though the social networking site will have a lot tools for marketing. We can provide detailed marketing plans based on what kind of products or business the client may have.

We also have informative resources on Start-up marketing plans for those members who wish to take their idea or company public.

 

Note:

 

The prices for the planned services are currently undetermined due to the software to be use is still on development stage. At the present day we don’t receive any amount for the said services. All planned services and programs are subject to change.


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The anticipated cost associated with the implementation of different business services and the cost impact of the use of proceeds are included in the projected available funds for the completion of Social Networking Site ($400,000) and Networking Mobile app ($250,000).

 

Market Analysis and Opportunity

 

Currently, there are a few entrepreneur oriented social networking service websites. Over the years, startup crowd funding sites, freelancer sites, mobile mini investment apps, business oriented sites, and other match making business oriented applications (apps) have been increasing. Co-optrade noticed a gap between these websites and mobile apps. By integrating all those sites, apps, or software tools into one social networking platform we believe we will fill the gap.  

 

Digital Advertising is one of the main sources of income for a social networking services. The Digital Advertising market fuels its growth with targeted website and mobile advertising. The market for web and mobile platforms keeps growing as the years pass. In the United States of America alone, entrepreneurs have spent over one hundred billion dollars per year on digital marketing advertisement for web and mobile platforms. There is one hundred billion dollars to compete over within the industry. Through our pricing strategy of pay what you want and market-oriented pricing, we will be competitive, and at the same time aligned with our mission statement which is to connect all entrepreneurs and interested parties. We are planning to target the one percent of that spending which is approximately a one-billion-dollar revenue per year potential.

 

Management and Directors

 

Melandrew Santos is our founder and has served as our CEO on August 2017.  He finished his Associates Degree credentials on Electronics Engineering at Mapua University and Bachelor’s Degree on Business Management at University of Phoenix. His specific employment during the past 5 years as follows: 2011-2013

Studied full-time at University of Phoenix, San Diego Campus at the same time worked as Retail Clerk and then promoted to a Merchandiser for Seafood City Company.

2014-2015

Worked as Financial Analyst for Insured Financial Solutions Company

2016

Contracted to Work for California Department of Food and Agriculture as Agricultural Aide after the contract Joined United States Airforce Reserve for Military Training as an Airman Basic.

2017-Present Contracted to work as Comptroller Document Specialist by Vastec for United States Navy.

Long Term Objectives

 

The Company’s long term objective is to establish Co-optrade as the leading international entrepreneur connecting company, targeting hundreds of industries and sectors globally, in multiple languages, by providing social media and networking services.

 

Short Term Objectives

 

The Company’s short term objectives are to complete the development of the website and mobile application for our social media and social networking services. We will also established Co-optrade as the prominent social networking service for entrepreneurs and interested parties on our country, United States of America.

 

Risk Factors

 

Summary of Risk Factors


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An investment in the Units involves various risks. These include risks that are widespread and associated with any form of business and specific risks associated with the Company's business and its involvement in the insurance and tech market generally. Prospective investors should carefully consider the following risk factors, in addition to the other information presented in this Offering Circular, before making an investment decision. An investment in the Units is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. You should carefully consider the matters discussed beginning on page 3 of this Offering Circular before you decide whether to invest in the Units. Some of the risks include the following:

Company's limited history: The Company is in the early stage of development and must be considered a startup. As such, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues.

Company's negative operating cash flow: The Company currently has no revenues from its operations and may use the proceeds of the Offering to fund any negative operating cash flow.

Future financing requirements: The Company will need additional financing to continue in business and to implement the developments identified in ITEM 6 of this Offering Circular and there can be no assurance that such financing will be available or, if available, will be on reasonable terms.

The Company cannot guarantee that the service will be used by companies in multiple industry sectors.

The Company’s commercially viability depends on the awareness of the service in entering different market places, therefore the marketing and advertising funding is key.

Governmental and regulatory requirements: Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations. Where required, obtaining necessary permits and licenses can be a complex, time consuming process and the Company cannot assure that required permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from proceeding with the development of an exploration project or the operation or further development of a mine.

Limited public trading market: The Company’s Common Shares are currently not listed on a public market in the United States. Even though there is no resale restriction impose by Regulation A, Tier I, Investors may hold their investments for indefinite period of time. If the company is not listed in the public market the investors have the right to trade their securities and may have to locate an interested buyer when seeking to resale their investment. Furthermore, failure to be listed in the public market may result for the common stock not having a quantifiable value and may be difficult, if not possible, to ever resell investor’s share, resulting in an inability to realize any value from the investor’s investment.

Dividends: Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Company's operating results, financial condition and current and anticipated


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cash needs.

The Company’s Limited History

The Company is in the early stage of development and must be considered a start-up. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. The Company has limited financial resources has no source of operating cash flow and there is no assurance that additional funding will be available to it for further exploration and development of the Company's properties or to fulfill its obligations under any applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's sole property.

Negative Operating Cash Flow

The Company currently has no revenues from its operations and may use the proceeds of the Offering to fund any negative operating cash flow.

Going Concern Risk

The business of developing and marketing technological properties involves a high degree of risk and, therefore, there is no assurance that current marketing programs will result in profitable operations.  The Company cannot guarantee that the service will be used by companies in multiple industry sectors.  Investors should not invest any funds in the Offering unless they can afford to lose their entire investment.

The Company's financial statements are prepared using the cash method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has an accumulated deficit of $2,548 as of September 30, 2017. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by issuing common shares. We cannot be certain that capital will be provided when it is required.

Development and Operations Risks

The development and marketing of technological applications involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

While the service to provide social networking site to diverse audience. Major expenditures may be required to develop the product to target hundreds of market places simultaneously, and the considerable cost to market the business to target those sectors to ensure profitability.


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Whether the Co-optrade Services will be commercially viable depends on a number of factors, some of which are: the awareness of the service, competitors in the same market, consumers’ experience with the Company’s customer services department; changes in and application of government regulations, including regulations relating to internet usage, and taxes on internet purchases. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Technology operations generally involve a high degree of risk. Such operations are subject to worldwide market/developer activity, even some such activities that may enjoy sovereign government support.

Cybersecurity Risks

Due to the company’s reliance on technological applications in conducting our operation the risk associated with cybersecurity may not be eliminated. Cyber-attacks may happen without unauthorized access. This means that a possible third party or insider can use highly sophisticated efforts and techniques to get around the networks security or overwhelm the website to gain any necessary information.  

As of this date, there are no cyber-attacks or incidence occurred within the Co-Optrade. In an event of successful cyber-attacks may incur substantial cost and suffer negative consequences such as litigation and reputational damage adversely affecting current and potential investors. Lost revenues may occur resulting from unauthorized use of proprietary information that may lead to the delays finishing the current development.

As for mitigation from the cyber-attacks remediation cost may include liability for stolen assets or information and repairing system damage. Furthermore, Co-Optrade will offer incentives to current and potential customers, investors, or other business partners in keeping business relationships after the attack.  Increased cybersecurity protection costs that may include organizational changes, deploying more personnel and protection technologies, training, and engaging third party experts and consultants.

Lack of Minimum Offering

The Company’s Officers have limited prior experience conducting a “best effort offering” and our best effort offering does require a little amount of $50,000.00 to be raised. If there is a lack of minimum Offering, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.

Engaging to Initial Public Offering

There are no prior public market for the Company’s Common Stock prior to this initial public offering. The initial public offering may vary from the market price for the Company’s common stock. Upon the initial public offering common stock price may fluctuate significantly. Purchasing the shares of the company’s initial public offering, investors may not be able to resell shares at or above the initial public offering. Engaging to Initial Public an active or liquid market in the company’s common stock may not develop upon closing the initial public offering or, if it does develop, it may not be sustainable.

Co-Optrade’s decision makers


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The principal making decisions of Co-Optrade’s for Issuers have no experience making similar decisions for other companies. Therefore, all decisions beyond the offered services are responsibility of the holders and its partners unless otherwise waive by Co-Optrade’s CEO

Source of Funds

Co-optrade is at development stage technology company which involves a high degree of risk. The Company has not determined whether it will earn revenue from its sales and therefore generate cash flow from operations. The Company’s primary source of funds will come from the issuance of capital stock.

Future Financing Requirements

The Company will need additional financing to continue in business and to implement the programs set out in ITEM 6 – USE OF PROCEEDS TO ISSUER on page 10 of this Offering Circular and there can be no assurance that such financing will be available or, if available, will be on reasonable terms. If financing is obtained by issuing Common Shares from treasury, control of the Company may change and investors under the Offering may suffer additional dilution. To the extent financing is not available, programmer commitments, advertising payments, and retailer payments, if any, may not be satisfied and could result in a loss of earning opportunities by the Company.

Dependence Upon Key Personnel:

 

The Company, in order to successfully implement its growth plans, is dependent upon its current Board of Directors which includes Melandrew Santos, CEO.  The loss of any party could have a material adverse effect upon the Company’s business prospects. The Company will depend heavily on its management team to effectively implement its Business Plan.    The success of the Company will be largely dependent upon the performance of its key officers.

Difficulty of Planned Expansion;

The Company plans to continue to expand its level of operations following this offering. To manage its growth effectively, the Company must continue to improve and expand its existing resources and production systems. To do so, it must attract, train and motivate qualified managerial, financial, sales and marketing personnel.   There can be no assurance, however, that the Company will be able to successfully achieve these goals.

Market for Securities

There is no assurance that the listing of the securities of the Company will provide a liquid market for such securities. See ITEM 11 – SECURITIES BEING OFFERED on page 29 of this Offering Circular. There can be no assurance that an active public market for the Company's Common Shares will develop or be sustained after completion of the Offering. The price of the Units in this Offering was determined by the Company based upon several factors, and may bear no relationship to the price that will prevail in the public market. The holding of Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment.

Competition

 

There are social networking sites that provide information to a diverse audience. Facebook is the most dominant social networking site and has a vast number of users. Furthermore, regards to business social networking-oriented sites, LinkedIn is the most popular in terms of number of users.  Another popular social networking which have


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entrepreneur community but focuses more about web content blog discussion is Reddit.  The company is determined the competition through popularity of number of users that intends to compete within the industry. The data of users are based from statistics by Statista (Statista.com).

 

The market for social networking sites has grown and become more focus oriented. Co-optrade will change the social networking industry through connecting all the entrepreneurs such as freelancers, online traders, interested parties, start-up builders and other industry affected start-ups like the finance industry. We have concluded that there is a lack of network with these industries and users. We plan to eliminate that gap to connect them all into one database.

 

If more potential or current competitors become part of this industry, the issuer will get less profit which presents problems that may affect the company’s services and profits towards investors.

 

Dividend Policy

Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Company's operating results, financial condition and current and anticipated cash needs.

Arbitrary Offering Price

The Offering Price of the Units has been determined by the Company. The Offering Price is not an indication of the value of the Units and the underlying technology comprising the Units or that any of the Units and the securities comprising the Units could be sold for an amount equal to the Offering Price or for any amount.

Factors Beyond the Company's Control

Application of business development services and technology depends upon a number of factors, not the least of which is the technical skill of the programmers developing the software. Other key factors out with the Company’s control include how suppliers are invited to bid on contracts, updates to government procurement legislation and changes in the structure of tender documents. The effect of these factors cannot be accurately predicted.

ITEM 4. DILUTION

The price of the Units under the Offering is higher than the average per share value of the Common Shares previously issued. Accordingly, investors who purchase Units in the Offering will incur immediate dilution in the pro forma value of their Units. This means that investors that purchase Units will pay a price per Unit that exceeds the average per share value of the Company's previously issued Common Shares. The Company may from time to time issue additional Units or Common Shares, which may result in dilution of existing shareholders if the Units are sold at a price that is less than the average per share value of the Common Shares previously issued.

Outstanding Units issued by the Company over the past year have been awarded to Melandrew Santos — CEO of Co-Optrade as services rendered to the company.

.

ITEM 5. PLAN OF DISTRIBUTION

No securities are being offered for the account of existing security holders.


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A maximum of 23,500,000 Units are being offered by the Company on a “best efforts” basis. Each Unit is comprised of one Common Share. The Common Shares are a new issue from treasury. The Offering will close upon the earlier of (1) the sale of 23,500,000 Units, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company (the “Offering Period”). The Company is planning the first closing approximately 60 days after this Offering Circular has been qualified by the SEC. The Company anticipates that there will be several closings during the course of the Offering. The Company has arbitrarily set the first closing approximately 60 days after this Offering Circular has been qualified by the SEC to allow the Company to access investor funds in stages, and closings are not subject to completion of the maximum under the Offering.

Prospective investors must send to the Company’s escrow agent (Colonial Stock Transfer Company, Inc.) office a completed Subscription Agreement and payment of the subscription amount until the minimum offering amount is reached. Upon full filling escrow agreement (see pg.2) prospective investors may send to the Company’s office a completed Subscription Agreement and payment of the subscription amount.

The form of Subscription Agreement has been filed as Exhibit D under Part III of the offering statement pursuant to Regulation A relating to these securities filed with the Securities and Exchange Commission. Subscription amounts received by the Company will be deposited in the Company’s escrow (Colonial Stock Transfer Company, Inc.) bank account, as all subscription agreements and funds should be submitted to the escrow agent until the minimum offering amount is reached. Upon selling a minimum of $50,000 in shares, may hold a series of closings at which the company receive the funds from the escrow agent and issue the shares to investors. After each closing, funds tendered by investors will be available to the company. Furthermore, upon full filling escrow agreement (see pg.2) subscription amounts received by the Company will be deposited in the Company’s bank account and upon acceptance of the subscription by the Company, the funds will be available for the Company’s use. As there is no minimum amount to be raised under the Offering, the funds raised under the first and subsequent closings may not be sufficient to complete the activities described below in Item 6 – Use of Proceeds to Issuer, which may increase the risk to prospective investors of participating in the Offering. If any prospective Investor’s subscription is rejected, all funds received from such Investor will be returned without interest or deduction.

This Offering is made only pursuant to this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Units. Subject to limitations imposed by applicable securities laws, other materials may be prepared for marketing purposes. The Company will utilize one or more Crowdfunding websites to advertise the Offering to prospective investors. Such websites provide services for posting a profile of the Company. These Crowdfunding websites charge a monthly subscription fee for the services. The Company intends to post the Offering on Crowdfunder, Inc. and EquityNet, LLC and may use other similar websites. The subscription crowdfunding websites do not conduct any diligence or review of companies or deals before parties are permitted to raise funds using the websites. Summary information about the Company and the Offering will be posted on the Crowdfunding sites. Although such materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting consistent disclosure with respect to the Offering of Units, these materials will not give a complete understanding of this Offering, the Company or the Units and are not to be considered part of this Offering Circular. Currently, the company do not use or have any agreements between Crowdfunding websites.

ITEM 6. USE OF PROCEEDS TO ISSUER


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Available Funds

 

 

23,500,000 Units

9,375,000 Units

62,500Units

 

Offering $

Offering $

Offering $

Amount to be raised by this Offering(1)

18,800,000

7,500,000

50,000

Fees(2)

0

0

0

Estimated offering costs (e.g. crowdfunding, accounting)

20,000

20,000

20,000

Available Funds

18,780,000

7,480,000

30,000

 

Notes  

 

There are  62,500 units ($50,000) minimum amount required to be raised under this Offering. The table sets forth three scenarios depending on the number of Units subscribed for by potential investors. If the Offering is not fully subscribed, funds will be used for the priorities listed in the table below under Use of Net Available Funds.

The Company is marketing the Offering on a “best efforts” and does not anticipate paying fees or commissions. Management and directors will not be paid finders’ fees for raising funds under the Offering.

The estimated offering cost of 20,000 are divided to multiple parts such as Blue Sky fees, Transfer Agent, SEC associated fees, legal clerk and accounting clerks which helps process and maintain the legalities of Co-Optrade. Furthermore, the estimated cost is subject to change depending on the requirements and laws of different States. The investors may be notified for any changes in the Offering beforehand via mail, e-mail, text, or call.

 

Use of Available Funds

The principal purposes for which the net proceeds of the Offering are intended to be used is to conduct further work developing the service.  The following table sets forth the Use of Proceeds for three scenarios for funds raised under the Offering.

The ability of the Company to use funds as set forth in the following table is dependent on the amount of funds raised under this Offering. If less than 10,000,000 Units are subscribed for by prospective investors, the Company’s priority for use of funds will be as listed below. On the other hand, if more than 10,000,000 or up to the maximum offering (23,500,000 units) is sold Co-Optrade will be able to complete all developing projects and services. The minimum offering of 62,500 units may allow the company to operate in lowest budget which determine whether or not we can finish the prototypes the projects.  

 

 

23,500,000 Units

9,375,000 Units

62,500Units

Description of use of funds listed in order of priority

Offering $

Offering $

Offering $

Available Funds

18,800,000

7,500,000

50,000

USED FOR

 

 

 

Completion of  Social Networking Site (1)

400,000

400,000

30,000

Completion of Social Networking Mobile App(2)

250,000

250,000

0

Advertising Six-Months (3)

6,000,000

2,250,000

0

Web Operations (4)

2,600,000

800,000

0

Establish Office Operations (5)

770,000

350,000

20,000

Cost Total

-10,020,000

-4,050,000

-50,000

Remain Funds (unallocated) (6)

8,780,000

3,450,000

0

Notes:

The Company plans to engage existing programmers to complete this work.

Key service is to develop social networking site and mobile app.

Aggressive marketing and advertising campaigns to target multiple markets.

Open modular sales operations in key cities across the world

Company plans to open operational office based in San Diego.  To hire the best tech talent and customer service staff are accessible and affordable compared to Silicon Valley. Company is currently using outside contractors to complete and develop the projects. The estimated time frame to finish the project is about 6 to 12 months. The minimum funds necessary to complete the Social networking site is $300,000 and $200,000 for the social networking app. In addition, the minimum estimated cost for a prototype of a Social networking site is $30,000. Estimated cost is based from quotes from web developer companies, agencies, and current contracted programmers that is developing the current software. Although, current contracts have set the cost estimated. Cost and time frame will be not guaranteed because of dependent to contractors finishing social networking software development. Cost and time frame may be more or less. In event of material cost more than estimated cost the company may result additional expense to complete the project which may result the risk to lose investor’s stock value or investments.

In the event of a full Offering is not subscribed for, the funds raised will be used to pursue the Company goals as best as possible. If sufficient (more than 10,000,000 units) funds are raised from investors, the Company anticipates using a portion of the funds to pay monthly consulting fees for the services of the outside contractors. The consulting fees mentioned is part of the propose office operation funds. The company intends to use the consulting fees within the proposed office and web operations budget therefore these fees will not be in any additional


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compensation. Furthermore, the company cannot guarantee that it will not have any additional compensation because of the dependency to outside contractors and variation fees.  Additional compensation could add expenses which may result to loss of investor’s stock value. In an event of any changes for added compensations investors may be notified via mail, email, text or call. If the full Offering is subscribed for, the remaining funds will be applied to working capital.

The Use For section above are for the development and maintenance of the software which is for the main platform of Co-Optrade. Furthermore, the estimated cost is subject to change. The investors may be notified for any changes in the Offering beforehand via mail, email, text or call.

Investors cannot rescind their investment if the Offering changes. However, if the investor made a mistake on the Form of Subscription Agreement, Exhibit 4.1 on the offering circular upon submission. Investor only have up to 24 hours before the submitted time of the Subscription Agreement. Investors can contact the company via email (connect@co-optrade.com) or by phone number (+1 307-275-8228) to correct their submission.

Recent Unregistered Securities

On October 2, 2017, the company issued 7,000,000 shares restricted common stocks with par value of $0.001 as services rendered to the company presenting his equity position to our founder CEO and Director Melandrew Santos.

ITEM 7. DESCRIPTION OF BUSINESS OF CO-OPTRADE

Co-optrade was incorporated on August 28, 2017, pursuant to the laws of the state of Wyoming U.S.A. The Company is structured to be a social networking service for entrepreneurs and other interested parties. It will be used to connect these parties online to interact, or trade information and resources so that they may widen their network and different services.

 

Our mission is to connect all visionaries, dreamers, and innovators by providing a network that links to different people and sites in one platform. The visionaries, dreamers, and innovators that we aim are entrepreneurs who are adventurous, willing to learn additional information, and wish to further grow themselves and their companies.

We focus on innovators, builders, traders, freelancers, founders, entrepreneurs and other interested parties to exchange ideas and resources for the success of each member of the network. We believe that there is a place for our services between the entrepreneurs and other parties to fill the gap in social media and networking sites. We want to create a social environment with educational tools and connections for the members to thrive together with other successful members.

 

The registered office of Co-optrade is found at 30 N Gould Street Ste R, Sheridan, Wyoming 82801 U.S.A.

 

Overview of the Services:

 

Free Users and Tools

We are dedicated to setting up a platform for thriving online entrepreneurs and interested parties to network. In addition, we strive to give great software tools for educational and technical purposes, as well as for those who are just starting to learn how to be a professional mentor, online trader, freelancer, or entrepreneur. With this platform they can build and grow their skills, network, and credibility.

 

Professional Subscriptions Services

Professional subscriptions are designed to gain students or clients from the website, build credibility, and advertise professionalism.

We designed and build packages for:


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1. Mentors- student list followers  

2. Online Traders - trading journal

3. Start-ups- pitch decks

4. Free-lancers- gigs and clients list  

All packages include discounts from our affiliates, or sponsors. (this means any business or investors that would like to trade services may be use.)

 

Transaction Services

The Entrepreneurs and interested parties consist of various industries but the biggest one is the Finance industry. We understand building and establishing a user's company and network requires different kinds of tools. With our income sharing platform and programs, every company will have an edge to increase sells in their products.

Currently, Co-optrade has not entered into such any contracts. The anticipated transaction services are subject to change or improvement due to current stage of software development. If Contracts has been successfully made, these contracts could help hastened the growth or expansion of the company. However, if the company fails to establish any contracts it may cause slow growth and loss to the company that impact the current investors negatively or may lead to stagnant attraction of potential investors.

 

Sponsored Search Links and Database

Paid referrals or links will be featured for sponsors on startups, freelance websites, trading companies, patents, and other sponsored links when searching.

 

Marketing Services

Even though the social networking site will have a lot tools for marketing. We can give detailed marketing plans based on what kind of products or business the client may have.

We also have informative resources on Start-up marketing plans for those members who wish to take their idea or company public.

 

Market Analysis and Opportunity

 

Currently, there are a few entrepreneur oriented social networking service websites. Over the years, startup crowdfunding sites, freelancer sites, mobile mini investment apps, business oriented sites, and other match making business oriented applications (apps) have been increasing. Co-optrade noticed a gap between these websites and mobile apps. By integrating all those sites, apps, or software tools into one social networking platform we believe we will fill the gap.  

Digital Advertising are one of the main sources of income for a social networking services. The Digital Advertising market fuels its growth with targeted website and mobile advertising. The market for web and mobile platforms keeps growing as the years pass. In the United States of America alone, entrepreneurs have spent over one hundred billion dollars per year on digital marketing advertisement for web and mobile platforms. According to Statista (www.statista.com), a leading statistic companies on internet their statistics show that there is one hundred billion dollars to compete over within the industry. Through our pricing strategy of pay what you want and market-oriented pricing, we will be competitive, and at the same time aligned with our mission statement which is to connect all entrepreneurs and interested parties. We are planning to target the one percent of that spending which is approximately, one-billion-dollar revenue per year potential.

 

Employees

The Company employs no full-time persons and, now works with outside contractors.

General Development of the Business

Long Term Objectives

 

The Company’s long-term objective is to establish Co-optrade as the leading international entrepreneur connecting company, targeting hundreds of industries and sectors globally, in multiple languages, by providing social media and networking services.


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Short Term Objectives

 

The Company’s short-term objectives are to complete the development of the website and mobile application for our social media and social networking services. We will also establish Co-optrade as the prominent social networking service for entrepreneurs and interested parties on our country, United States of America.

 

ITEM 8. MANAGEMENT’S DISCUSSION AND ANALYSIS

MD&A for the Year Ended September 30, 2017

The following discussion is management’s analysis of Co-optrade’s (the “Company” or “Co-optrade”) operating and financial data for the year ended September 30, 2017, as well as management’s estimates of future operating and financial performance based on information currently available. It should be read in conjunction with the audited consolidated financial statements and notes for the year ended September 30, 2017.

This Management’s Discussion and Analysis (“MD&A”) was prepared as of September 30, 2017. Added information relating to Co-optrade can be found at www.Co-optrade.com.

MATERIAL FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information as contemplated by USA SEC securities regulators, known as forward-looking statements. All estimates and statements that describe the Company’s objectives, goals or future plans are forward-looking statements. Readers are cautioned that the forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements. The Company will issue updates where actual results differ materially from any forward looking statement previously disclosed.

RESPONSIBILITY OF MANAGEMENT

The preparation of the financial statements, including the accompanying notes, is the responsibility of management. Management has the responsibility of selecting the accounting policies used in preparing the financial statements. In addition, management’s judgment is required in preparing estimates contained in the financial statements.

ABOUT Co-optrade.

Co-optrade Inc. was incorporated on August 28, 2017, pursuant to the laws of the state of Wyoming U.S.A. The Company is structured to be a social networking service for entrepreneurs and other interested parties. It will be used to connect these parties online to interact, or trade information and resources so that they may widen their network and different services.

 

Our mission is to connect all visionaries, dreamers, and innovators by providing a network that links to different people and sites in one platform. The visionaries, dreamers, and innovators that we aim are entrepreneurs who are adventurous, willing to learn new information, and wish to further grow themselves and their companies.

 

We focus on innovators, builders, traders, freelancers, founders, entrepreneurs and other interested parties to exchange ideas and resources for the success of each member of the network. We believe that there is a place for our services between the entrepreneurs and other parties to fill the gap in social media and networking sites. We desire


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to create a social environment with educational tools and connections for the members to thrive together with other successful members.

 

The Company’s Property

 

There are no properties registered under the company’s name.

 

2017 OVERVIEW

 

The Company’s main activities during the 2017 period were evaluating the potential for the social networking site and App, developing them, planning the advertising, and working to organize the requisite funding.

On   October 2, 2017, the Company issued 7,000,000 shares to the Company’s founders at a price of $0.001 per share in exchange for service rendered to the company. No previous shares have been sold in exchange for profit.

GOING CONCERN RISK

The Company has no source of operating cash flow and operations to date.  The Company’s ability to continue as a going concern is contingent on obtaining additional financing. Whether the Company will be successful with any future financing ventures is uncertain, and this uncertainty casts significant doubt upon the Company’s ability to continue as a going concern. While the Company intends to advance its plans through additional equity financing, there is no assurance that any funds will ultimately be available for operations.

COMMITMENTS

The Company has the following commitments for the next 12-month period: None

INTERNAL CONTROLS OVER FINANCIAL REPORTING

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in compliance with GAAP. The Company’s internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that accurately and fairly reflect the transactions of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP;

ensure the Company’s receipts and expenditures are made only in accordance with authorization of management and the Company’s directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized transactions that could have a material effect on the annual or interim financial statements.
There were no changes in the Company’s business activities during the year-ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.


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LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met.

Further, the design of a control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OUTSTANDING SHARE DATA

 

October 2, 2017

Common Shares Issued and Outstanding

7,000,000

 

CONTINGENT LIABILITIES

The Company has no contingent liabilities.

FINANCIAL INSTRUMENTS

Set out below is a comparison, by category, of the carrying amounts and fair values of all of the Company’s financial instruments that are carried in the consolidated financial statements.

Fair value

The Company is exposed to a variety of financial risks including credit risk, liquidity risk, and market risk. Risk management is carried out by the Company’s management team with guidance from the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

a) Credit risk
Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents, and trade and other receivables. Cash is held with reputable chartered banks from which management believes the risk of loss is minimal. Included in trade and other receivables are taxes receivable from U.S.A. government authorities. Management believes that the credit


18 | Page


risk concentration with respect to financial instruments is minimal. The maximum credit risk exposure associated with the Company’s financial assets is the carrying value.

b) Liquidity risk
Liquidity risk is that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient resources to meet liabilities when due. As of September 30, 2017, the Company had net working capital of $557. Management is continuously monitoring its working capital position and will raise funds through the equity markets as they are required. However, there is no certainty that the Company will be able to obtain funding by share issuances in the future. The Company is presently seeking to raise capital through an equity offering of Units.  The Company had no contractual maturities of financial liabilities and other commitments as at September 30, 2017.

CAPITAL MANAGEMENT

The Company’s objectives in managing its capital will be:

To have sufficient capital to ensure that the Company can continue to meet its commitments with respect to its development project and to meet its day to day operating requirements in order to continue as a going concern; and

To provide a long-term adequate return to shareholders.

The Company’s capital structure is comprised of working capital deficit and shareholders’ equity.

Co-optrade is a development stage technology company which involves a high degree of risk. The Company has not determined whether it will earn revenue from its sales and therefore generate cash flow from operations. The Company’s primary source of funds will come from the issuance of capital stock.

The Company’s policy is to invest its excess cash in highly liquid, fully guaranteed, bank sponsored instruments.

The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the Company.

During the next twelve months, the company intends to fund its operation through its working capital and the sale of equity through Regulation A, Tier I offering. If all required propose Maximum Offering amount (23,500,000 units) are met Co-Optrade may proceed as planned to complete the Social Networking Site and Mobile App. We may not need to raise additional funds in the next six months to implement our plans of operation.  If the Minimum Offering amount (50,000) are met, company intends to finish the prototype may be not enough funds to finish the prototype we will need to raise additional funds in the next six months to implement our plans of operation.  

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on Co-optrade’s website: www.co-optrade.com.

Co-optrade TRIAL BALANCE

FROM THE INCEPTION (AUGUST 28, 2017) TO THE FISCAL YESR END 30 SEPTEMBER 2017

“Unaudited financial statements”

 

DEBIT

$

CREDIT

$

Owners Investment – Melandrew Santos

 

3,105.00

Business Fees

300.00

 

Financial Consultation

300.00

 

Professional Fees

1,948.00

 

Assets

557.00

 

TOTAL

3,105.00

3,105.00

Note: Owner’s investment $3,105 are capital funds deposited to the company so they can start to operate. No shares have been sold in exchange for profit. Only shares issued in exchange for service rendered to the company.

COMMITMENTS

The Company may enter into advertising contracts during 2017-2018. These contracts will be negotiated in the normal course of operations and will be measured at the exchange amount which is the amount of consideration established and agreed by the parties and will reflect the values that the Company would transact with arm’s length parties.

The Company has the following commitments for the next 12-month period: None


 

OUTSTANDING SHARE DATA

 

September 30,2017

Common Shares Issued and Outstanding

7,000,000

 

 

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS AND KEY PERSONNEL POSITION AGE

NAME

POSITION

AGE

START OF TERM OF OFFICE

Approximate hours per week for part-time personnel

Melandrew Santos

CEO, Director

27

August 2017

32 or more


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OFFICERS       

 

MELANDREW SANTOS:  CEO

 

Melandrew Santos is our founder and has served as our CEO on August 2017.  He finished his Associates Degree credentials on Electronics Engineering at Mapua University and Bachelor’s Degree on Business Management at University of Phoenix. His specific employment during the past 5 years as follows:

2011-2013

Studied full-time at University of Phoenix, San Diego Campus at the same time worked as Retail Clerk and then promoted to a Merchandiser for Seafood City Company.

2014-2015

Worked as Financial Analyst for Insured Financial Solutions Company

2016

Contracted to Work for California Department of Food and Agriculture as Agricultural Aide after the contract Joined United States Airforce Reserve for Military Training as an Airman Basic.

2017-Present Contracted to work as Comptroller Document Specialist by Vastec for United States Navy.

 

Board of Directors

 

As of this moment there are no other Board of Directors aside from the CEO Melandrew Santos. Due to this reason, the CEO Melandrew Santos will be responsible in making decision that he may see fit for Co-Optrade. This may change as Co-Optrade grows.

The lack of independent directors is due to the fact that there is only an non independent investor which is the CEO and Director, Melandrew Santos. The lack of independent directors on board may result to a possible of conflict of interest on the potential decision making for the company. Co-optrade Directors understand the role of any director is to scrutinize the highest decision making within the company and consistent with enhancing shareholder value. Co-optrade believes diversity of independent and non-independent board of directors may help to potential major challenges to the function and decision-making therefore the Company intends to add potential Directors on Board.

Personal Bankruptcies

No director or executive officer of the Company within the past ten years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Bankruptcies

No director or executive officer of the Company, within the five years prior to the date of this Offering Circular, has been an executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.


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Note: As of now the Company is not paying any Officers, Directors, or potential Employees. The company is relaying on outside contractors to run the company and finish the software development.  Company may use stocks as part of payment for Officers, Director, Employees, or Outside contractors as service rendered to the company. Issuing stocks for service rendered dilutes the company’s stock which affects the calculation of Earnings per share (EPS) of the potential shareholder or investors. Company’s current and/or potential Officers, Directors, or employees may or may not intend to subscribe to the offering which results to dilute company’s stock which affects the EPS of the potential shareholder or investors.

The company has not concluded any anticipated annual compensation for current and/or potential Officers, Directors, or Employees.  The company is currently planning the annual compensation. The anticipated annual compensation will be dependent from the amount of funds will be raise on this offering and the proposed budget located at item.6 of the offering under Use of Available Funds- Office and Web operations. The company may notify potential investors via mail, email, text, or call when the calculation of anticipated annual compensation is completed.

ITEM 10. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

Common Shares of the Company beneficially owned by all executive officers and directors as a group:

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial ownership

Percent of Class

Common Shares

Officer and Directors

Melandrew Santos CEO and sole Director

30 N Gould Street, Sheidan, WY 82801

 

7,000,000 held directly

100 %

Note:

There are no Officers or Directors paid since the conception of Co-Optrade  on August 2017.

ITEM 11. SECURITIES BEING OFFERED

Units

The Common Shares comprising the Units will separate immediately upon closing of the Offering. The Common Shares issued to investors under this Offering Circular are not subject to any trading restrictions under SEC regulations.

Restriction on Trading


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Resale of the Common Shares will be subject to resale restrictions until after a four-month hold period has expired. Until the restriction on trading expires, investors will not be able to trade the Common Shares. The four-month hold period commences on the date of a closing of the sale of Units under this Offering Circular.

Common Shares

Shareholders are entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company, except meetings of holders of another class of shares. The sole class of shares currently issued by the Company is Common Shares. Each Common Share shall entitle the holder thereof to one vote. Subject to the preferences accorded to holders of any other shares of the Company ranking senior to the Common Shares, shareholders are entitled to dividends if, as and when declared by the Board of Directors. In the event of the liquidation, dissolution or winding up of the Company, the holders of Common Shares, subject to the preferences accorded to any other shares of the Company ranking senior to the Common Shares, are entitled to share equally, share for share, in any remaining assets of the Company.

The liability of a shareholder of Common Shares is limited to the subscription amount paid by such shareholder for the shares and there are no other financial obligations to which a shareholder is or may be subject.

FINANCIAL STATEMENTS

 

CO-OPTRADE INC.

BALANCE SHEET                                                               

FROM THE INCEPTION (AUGUST 28, 2017) TO THE FISCAL YEAR END 30 SEPTEMBER 2017

‘Unaudited financial statements’

 

 

 

 

2017

 

Assets

 

 

 

 

Checking

 

 

452.00

 

Savings

 

 

105.00

 

Total Checking/Savings

 

$

557.00

 

 

 

 

 

 

Total Assets

 

$

557.00

 

 

 

 

 

 

Liabilities & Equity

 

 

 

 

Proceeds from owners investment

 

 

3,105.00

 

Repayment on owners investment

 

 

0.00

 

Net Income

 

 

(2,548.00)

 

Total Equity

 

$

557.00

 

 

 

 

 

 

Total Liabilities & Equity

 

$

557.00

 


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CO-OPTRADE INC.

STATEMENTS OF OPERATIONS

FROM THE INCEPTION (AUGUST 28, 2017) TO THE FISCAL YEAR END 30 SEPTEMBER 2017

‘Unaudited financial statements’

 

 

 

2017

 

Revenue:

 

 

0.00

 

Total revenue

 

$

0.00

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

  Business Fees

 

 

300.00

 

  Financial Consultation

 

 

300.00

 

  Professional Fees

 

 

1,948.00

 

Total Operating Expenses

 

$

2,548.00

 

 

 

 

 

 

Income (loss) from operations

 

 

(2,548.00)

 

 

 

 

 

 

Net Income (Loss)

 

$

(2,548.00)

 

 

 

 

 

CO-OPTRADE INC.

STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)

FROM THE INCEPTION (AUGUST 28, 2017) TO THE FISCAL YEAR END 30 SEPTEMBER 2017

‘Unaudited financial statements’

 

 

 

 

 

Common Stock

 

 

 

Shares

 

 

Amount

 

Balance, Start Date(September 1, 2017)

 

 

7,000,000

 

 

$

$7,000

 

 

 

 

 

 

 

 

 

 

Shares Issued for Cash

 

 

0

 

 

 

0

 

 Owner’s Investment

 

 

 

 

 

 3,105

 

Net Loss

 

 

0

 

 

 

(2,548)

 

Balance, September 30, 2017

 

 

7,000,000

 

 

$

557

 

 

 

 

 

 

 

 

 

 

Note: Owner’s investment of $3,105 are working capital funds deposited to the company, so they can start to operate.


23 | Page


No shares have been sold in exchange for profit. Only shares issued in exchange for service rendered to the company. The owner (Melandrew Santos) also the CEO/Board may choose to withdraw any of the “owner’s investment” at any point and given time as the owner wish too. The Company has no obligation to put back the “owner’s investment”. If the owner decided to withdraw” owner’s investment”, the company will transfer the money via bank to bank wire transfer to the owner’s personal account.

 

                                                  CO-OPTRADE INC.

STATEMENTS OF CASH FLOWS

FROM THE INCEPTION (AUGUST 28, 2017) TO THE FISCAL YEAR END 30 SEPTEMBER 2017

‘Unaudited financial statements’

 

 

 

 

 

2017

 

Cash Flows From Operating Activities

 

 

 

 

Net Income (Loss)

 

 

(2,548.00)

 

Adjustments to reconcile net income (loss) to net cash used in

operating activities:

 

 

 

Increase/(Decrease) in accounts payable

 

 

0.00

 

Net Cash Used In Operating Activities

 

$

(2,548.00)

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

Proceeds from owners investment

 

 

3,105.00

 

Repayment on owners investment

 

 

0.00

 

Net Cash Provided By Financing Activities

 

$

3,105.00

 

 

 

 

 

 

Net cash increase for period

 

$

557.00

 

 

 

 

 

 

Cash at End of Period

 

$

557.00

 

 

CO-OPTRADE INC.

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

 

NOTE 1 - ORGANIZATION

Organization

Co-Optrade Inc. (the "Company") was incorporated pursuant to the laws of the State of Wyoming on August 28, 2017, and began operations on August 28, 2017 (Inception). The Company is structured to be a social networking service for entrepreneurs and other interested parties. It will be used to connect these parties online to interact or trade information and resources so that they may widen their network and different services.


24 | Page


Our mission is to connect all visionaries, dreamers, and innovators by providing a network that links to different people and sites in one platform. The visionaries, dreamers, and innovators that we aim are entrepreneurs who are adventurous, willing to learn new information, and wish to further grow themselves and their companies.

We focus on innovators, builders, traders, freelancers, founders, entrepreneurs and other interested parties to exchange ideas and resources for the success of each member of the network. We believe that there is a place for our services between the entrepreneurs and other parties to fill the gap in social media and networking sites. We desire to create a social environment with educational tools and connections for the members to thrive together with other successful members. The business has had no revenues to date.

 

The Company has established a fiscal year end of September 30.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

 

The financial statement presented in this report is of Co-Optrade Inc.

 

The Company maintains its accounting records on a cash basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

 

The financial statement presents the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These financial statements are presented in United States dollars. The accompanying audited financial statement has been prepared in accordance with U.S. GAAP. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

Going Concern

 

The Company's financial statements are prepared using the cash method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has an accumulated deficit of $2,548 as of September 30, 2017. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its initial operations by issuing common shares. We cannot be certain that capital will be provided when it is required.

 

 Cash and Equivalents

 

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at September 30, 2017.

 

Concentration of Credit Risk

 

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits.

 


25 | Page


Lease Commitments

 

Co-Optrade Inc. has no lease commitments.

 

Fair Value of Financial Instruments

 

The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 on June 6, 2011. Under this FASB, fair value is defined 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

 

The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

 

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1.

 

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

 

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

 

Cash reported on the balance sheet are estimated by management to approximate fair market value due to their short-term nature.

 

The Company has had no transfers between levels of its assets or liabilities as of September 30, 2017.

 

Income Taxes

 

The Company has no income tax obligations as of September 30, 2017, due to the Company having no profits from operations in its first fiscal period.

Stock Based Compensation

 

In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception. The Company has not issued any stock options to its Board of Directors and officers as compensation for their services. If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718.

 

Net Loss per Share

 

The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding


26 | Page


during the period. Diluted earnings per share ("Diluted EPS") are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. During the period from Inception to September 30, 2017, as the Company reported a net loss from operations, the diluted shares outstanding excludes the effective of dilutive securities due to the anti-dilutive effect. Because the Company did not have any potentially dilutive securities, there was no difference between the basic and diluted net loss per share.

 

Recent Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

 

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

 

NOTE 3 – CAPITAL STOCK

 

The Company's authorized capital is 75,000,000 common shares with a par value of $0.001 per share.

 

2017


27 | Page


 On October 2, 2017, the Company granted 7,000,000 founder’s shares to Melandrew Santos, CEO. As a result, the Company recorded the $0 value compensation to share subscriptions payable as founder shares compensation.

 

As of October 2, 2017, the Company has not granted any stock options or issued any common shares.

 

We have accounted for stock based compensation under the provisions of FASB Accounting Standards codification (ASC) 718-10-55. (Prior authoritative literature: FASB Statement 123 (R), Share-based payment.) This statement requires us to record any expense associated with the fair value of stock based compensation. Determining fair value requires input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

Common Stock

 

On October 2, 2017, the Company granted 7,000,000 founder’s shares to Melandrew Santos, CEO. As a result, the Company recorded the $0 value compensation to share subscriptions payable as founder shares compensation.  

As of October 2, 2017, the Company has not granted any stock options or issued any common shares.

 

NOTE 5 – INCOME TAXES

 

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

 

No provision for federal income taxes has been recorded due to the Company having no profits from operations in its first fiscal period. The actual income tax provisions do not differ from the expected amounts, which is none.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

None

 

NOTE 7 – SUBSEQUENT EVENTS

 

 As of the date of this filing, there are no additional subsequent events which require additional disclosure.

 

There are no any pending litigation, action or proceeding to  which the Issuer is a party and that material affects it’s business or assets and any litigation, action, or proceeding known to be contemplated by governmental authorities.

 

 

NOTE 8 -  ISSUER’S PROPERTY AND EQUIPMENT

 

There are no properties and equipment’s registered under the company’s name.

 

Other Disclosures

 

Co-Optrade has no other Officer or Board of Director as of this moment aside from its CEO Melandrew Santos who perform similar status or function.

 

 

The CEO Melandrew Santos have 7,000,000 outstanding shares, address in 30 N Gould Street, Sheridan, WY 8280.

As a result, the Company recorded the $0 value compensation to share subscriptions payable as founder shares compensation.


28 | Page


Co-Optrade does not have any issuer who organize any promotion in the previous three years.

 

 

 

 

 

 

 

 

 

PART III EXHIBITS

 

INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS

 

Number

2.1

 

2.2

 

3.1

 

 

4.1

 

12.1

 

10.3

Exhibit

Articles of Incorporation

 

By Laws

 

Founder Shares Subscription Agreement for

Melandrew Santos dated October 2, 2017

 

Form of Subscription Agreement

 

Legal Opinion of Jackson L. Morris, ESQ.

 

Escrow Agreement

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chula Vista, CA, U.S.A., on March 9, 2018.

 

Co-optrade

 

/s/Melandrew Santos

 

(signed) “Melandrew Santos”

 

 

Chief Executive Officer

Secretary

Chief Financial Officer

 

 

 

On behalf of the Board of Directors

 


29 | Page

 

EX1A-8 ESCW AGMT 3 ex103.htm ESCROW AGREEMENT

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”) is made and entered into as of this 29th day of January, 2018 by and between Co-optrade a Wyoming corporation, having an address at 30 N Gould Street Ste R, Sheridan Wyoming, 82801 (the “Issuer”) and Colonial Stock Transfer Company, Inc. having offices at 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111 (the “Escrow Agent” or “Colonial”).

RECITALS

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its offering materials, as disclosed in its offering statement on Form 1-A (the “Offering Statement”), securities pursuant to Regulation A+ promulgated by the U.S. Securities and Exchange Commission (“SEC”) as modified by final rules adopted per Title IV of the Jumpstart Our Business Startups (JOBs) Act the equity securities of Issuer (the “Securities”) in the amount of at least $50,000 (the “Minimum Amount of the Offering”) up to $ 18,800,000 (the “Maximum Amount of the Offering”).

WHEREAS, the Company represents and warrants to the Escrow Agent that it has not stated to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and

WHEREAS, Issuer desires to establish an Escrow Account in which funds received from prospective investors (“Subscribers”) will be held during the Offering, subject to the terms and conditions of this Agreement. Colonial agrees to serve as Escrow Agent (“Escrow Agent”) for the Subscribers with respect to such Escrow Account in accordance with the terms and conditions set forth herein. This includes, without limitation, that the Escrow Account will be held at an FDIC member bank in a separately named (as defined below) account. For purposes of communications and directives, Escrow Agent shall be the sole administrator of the Escrow Account.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1.Establishment of Escrow Account. Prior to the date the SEC issues a qualification for the sale of the Securities pursuant to the Offering Statement (the “Qualification Date”), the Escrow Agent shall establish an account at the Bank, entitled “Colonial Stock Transfer Escrow Account # 12 (the “Escrow Account”). The Escrow Account shall be a segregated, deposit account at the Bank. 

 

2.Escrow Period. The Escrow Period shall begin with the commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following: 

a.The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or 

b.________________ (escrow expiration date); or 

c.The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow  


Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or

 

During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of securities to Subscribers, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect Subscribers as needed.

 

In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer.

 

3.Deposits into the Escrow Account.  All Subscribers will be instructed by the Issuer and the Escrow Agent to transfer funds by wire or ACH directly into the Escrow Account pursuant to the following instructions: 

Key Bank

c/o Colonial Stock Transfer

2299 Highland Drive, Salt Lake City, UT 84106

ABA Number: TBD 

For Credit To: Colonial Stock Transfer Escrow Account

Account Number: _____________ 

SWIFT CODE: KEYBUS33

 

Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." Escrow Agent shall promptly, concurrent with any new or modified subscription, provide Issuer with a copy of the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Issuer in connection with the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service (“IRS”) and the SEC, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them. Escrow Agent is under no duty or responsibility to enforce collection of any wire, check or ACH delivered to it hereunder.


If any Subscription Agreement for the purchase of Securities is rejected by the Company in its sole discretion, then the Subscription Agreement and the Escrow Amount for such Subscriber shall be returned to the rejected Subscriber by the Escrow Agent within ten days from the date of rejection by the Company.

 

Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds, as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Escrow Agent shall promptly inform Issuer of any such return or rejection.

 

4.Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. 

In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the time period the Subscriber has to seek a return of funds, or to seek to avoid liability for the funds by claiming the transaction was unauthorized) (First Closing). After the First Closing, with respect to any additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to Escrow Agent‘s rights concerning Return Period funds (discussed above).

The Escrow Agent shall not be required to pay any uncollected funds or any funds which are not available for withdrawal. All parties agree that funds are considered “cleared” as follows:

1.Wires — 24 hours after receipt of funds 

2.Checks — 10 days after deposit 

3.ACH — As transactions must clear in a manner similar to checks, and as Federal regulations provide Subscribers with 60 days to recall funds, for risk reduction and protection, the Escrow Agent will agree to release, starting 10 calendar days after receipt and so long as the offering is closed, the greater of 94% of funds or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Escrow Agent  


any funds recalled pursuant to Federal regulations. Notwithstanding this procedure for releasing ACH funds, all funds received via ACH that have been held 3 days will count toward the Minimum Offering Amount.


Issuer acknowledges that there is a 3 business day processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds for disbursement.

Issuer hereby irrevocably authorizes Escrow Agent to deduct broker fees and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

5.Collection Procedure.  Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH chargebacks and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the Escrow ledger. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions Issuer determines appropriate, but Issuer shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes. 

 

6.Investment of Escrow Amount. Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking regulations. No interest shall be paid to Issuer or Subscribers on the Escrow Account balance. 

 

7.Escrow Administration Fees, Compensation of Escrow Agent. Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit A, which compensation shall be paid by the Issuer. 

 

8.Representations and Warranties. The Issuer covenants and makes the following representations and warranties to Escrow Agent: 

a.It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 

b.This Agreement has been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement enforceable in accordance with its terms. 


c.The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject. 

d.The Offering shall contain a statement that Escrow Agent has not investigated the desirability or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement. 

e.No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof. 

f.It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit. 

g.The Offering complies in all material respects with the Act and all applicable laws, rules and regulations. 

All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of Escrow Funds.

9.Term and Termination. This Agreement will remain in full force during the Escrow Period and shall terminate upon the following: 

a.Termination for Convenience. Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice. 

b.Escrow Agent’s Resignation. Escrow Agent may unilaterally resign by giving written notice to Issuer, whereupon Issuer will immediately appoint a successor escrow agent. Until a successor escrow agent accepts appointment or until another disposition of the subject matter has been agreed upon by the parties, following such resignation notice, Escrow Agent shall be discharged of all of its duties hereunder save to keep the subject matter whole. 

c.The Escrow Agent may at any time resign as such by delivering the Escrowed Property to any successor Escrow Agent designated by the Stockholders and the Company in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.  The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) or (b) the day  


that which is 30 days after the date of delivery of its written notice of resignation to the Stockholders and the Company.  If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a written disposition instruction by the Company or a final order of a court of competent jurisdiction.

Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to items 3, 4, 5, 10, 11, 12, 14, and 15 of this Agreement. Escrow Agent shall be compensated for the services rendered as of the date of the termination or removal.

10.Applicable Law, Venue, and Attorney’s Fees. This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of Utah, as applicable, without regard to principles of conflict of laws, and each party submits to the personal jurisdiction, and waives all objections to venue for the enforcement of any provision of this Agreement, in the state and federal courts situated in Utah. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees and costs. 

 

11.Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions of Issuer or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. 

 

12.Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its respective related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of this Agreement and/or arising from a breach of any provision in this Agreement. This indemnity shall also include, but is not limited to, all expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent. This defense and indemnification obligation will survive termination of this Agreement. 


Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

 

13.Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, earthquake, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes. 

 

14.Changes. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, and without necessity of notice, to modify either this Agreement and/or the Escrow Account to comply or conform to such changes or interpretations. Escrow Agent will notify Issuer of material changes as soon as practicable. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Escrow Agent. Changes to this Agreement will be sent to Issuer via email. 

 

15.Waivers. No waiver by any party to this Agreement of any condition or breach of any provision of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Agreement. 

16.Disputes Regarding Escrowed Property.  In the event of any disagreement resulting in adverse claims or demands being made in connection with the Escrowed Property, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed Property until the Escrow Agent shall have received (i) a final non-appealable order of a court of competent jurisdiction directing delivery of the Escrowed Property or (ii) a written agreement executed by the parties to the dispute directing delivery of the Escrowed Property, in which event the Escrow Agent shall disburse the Escrowed Property in accordance with such order or agreement.  Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Escrow Agent to the effect that said opinion is final and non-appealable. 

 

17.Notices. 
 

a.Any communication in connection with this agreement must be in writing and, unless otherwise stated, may be given: 


 ii)in person, by post or fax; or 

 

 iii)by e-mail or other electronic communication. 

 

b. Such communications shall be addressed as follows:

 

If to Escrow Agent:

Ms. Kathy Carter

Colonial Stock Transfer Company, Inc.

66 Exchange Place, Suite 100

Salt Lake City, UT 84111

Phone:  (801) 355-5740

Fax:  (801) 355-6505

 

If to the Issuer: 

Name: Melandrew Santos

Title: CEO

Company Name: Co-optrade

Address: 30 N Gould Street Ste R

City, State, Zip: Sheridan, WY 82801

Phone: 307-275-8228

Email: connect@co-optrade.com

c.Any party may change their notice or email address and/or facsimile number by giving written notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested. 

18.Electronic Signature and Communications Notice and Consent. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up  


business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreement’s electronic signature include the parties signing this Agreement below by typing in the party’s name, with the underlying software recording its IP address, browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be available to both Issuer and Escrow Agent, as well as any associated bankers, brokers and platforms so they can access and copy it at any time. Issuer and Escrow Agent hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by each party in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between Issuer and Escrow Agent. The parties understand and agree that the e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such transaction shall be considered authorized by each party. The parties agree that their electronic signatures are the legal equivalent of their manual signatures on this Agreement consenting to be legally bound by this Agreement’s terms and conditions. Furthermore, Issuer and Escrow Agent hereby agree that all current and future notices, confirmations and other communications regarding this Escrow Services Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in Section 16 above, or as otherwise from time to time is changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipients change of address, or due to technology issues by the recipient’s service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, and if Issuer desires physical documents, then Issuer agrees to be satisfied by directly and personally printing, at its own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that Issuer desires.

19.Form W–9: Issuer shall provide Escrow Agent with a completed IRS Form W-9 in order to facilitate the opening of the Escrow Account. 


Agreed by the undersigned as of the date set forth above by and between:

 

Co-optrade, as Issuer

 

By

/s/ Melandrew Santos

Name

Melandrew Santos

Title

CEO

 

Colonial Stock Transfer Company, Inc.

 

By

/s/ Jason Carter

Name

Jason Carter

Title

VP, Sales


EXHIBIT A

FEES

 

Company will pay Colonial Stock Transfer the following:

$2,500 setup fee and initial closing and $500 for each additional closing 

$10.00 fee per incoming payment 

$25.00 fee per outgoing payment 

$50.00 lost check replacement fee  

Bank Service Fees will not be included in Escrow Agent Fees, but will be passed through at cost 

 

* There may be other unforeseen special handling charges.  Colonial Stock Transfer will notify the company if any such charges are necessary.