PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION

PART II – OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these shares has been filed with the U.S. Securities and Exchange Commission (the “Commission”). Information contained in this preliminary offering circular is subject to completion or amendment. These shares may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or a solicitation of an offer to buy or sell any of these shares 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 www.investor.gov.

Preliminary Offering Circular dated October 14, 2021.

REACHOUT TECHNOLOGY CORP.

6,000,000 shares of common stock

This is an initial public offering of our common stock. The offering price is $1.00 per share.

The offering consists of 6,000,000 shares of common stock (the “Offering Shares”). None of our existing shareholders, nor any of our officers, directors or affiliates is selling any securities in this offering.

Our common stock is not currently quoted or traded on any exchange or marketplace. There are currently 12,016,669 shares of our common stock issued and outstanding.

There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering will commence within two calendar days after this offering circular has been qualified by the Commission. See “Plan of Distribution” on page 11. This offering will terminate upon the earlier of when all shares qualified hereunder are sold or one (1) year after this offering circular has been qualified by the Commission.

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See “Risk Factors” beginning on page 7 of this offering circular for a discussion of information that should be considered in connection with an investment in such securities.

The 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 being 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.

	Price Per Share		Selling Agents’ Discounts and Commissions(1)(2)		Proceeds to Our Company(2)
Offering Shares	$	1.00	$	0.10	$	0.90

(1)	We do not have any agreement in place with a selling agent. These expenses are estimated at up to 10% of the Offering Price based on our observation of standard market prices.
(2)	Assumes that all of the Offering Shares are sold.

 __________________

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We plan to market this offering to potential investors through our officers or we may engage broker-dealers and selling agents. This offering will terminate on October [•], 2022 (the “Offering Period”). We may hold an initial closing on any number of Offering Shares at any time during the Offering Period and thereafter may hold one or more additional closings during the Offering Period. We will close on proceeds based upon the order in which they are received. See “Plan of Distribution” on page 11.

We may decide to extend the offering, close the offering early, or cancel it, at our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction. See “Plan of Distribution” on 11.

This is a Regulation A+ Tier 2 offering.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements. As a smaller reporting company within the meaning of Rule 405, we are following the Form S-1 disclosure requirements for smaller reporting companies. This offering circular is intended to provide the information required by Part I of Form S-1.

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PART II – OFFERING CIRCULAR.	1
SUMMARY.	5
RISK FACTORS.	7
USE OF PROCEEDS.	11
PLAN OF DISTRIBUTION.	11
DETERMINATION OF OFFERING PRICE.	12
DILUTION.	13
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.	14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	15
BUSINESS.	17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.	29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	30
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE QUALIFIED.	31
INTERESTS OF NAMED EXPERTS AND COUNSEL.	32
PROPERTIES.	32
LEGAL PROCEEDINGS.	32
FINANCIAL STATEMENTS.	33
PART III - EXHIBITS.	III-1
SIGNATURES.	III-2

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information.

The information in this offering circular assumes that all of the Shares offered are sold.

Unless otherwise stated in this offering circular, “we,” “us,” “our,” “our company” or “Reachout Technology Corp.” refers to Reachout Technology Corp. and our predecessor operations.

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SUMMARY

This summary highlights certain information appearing elsewhere in this offering circular. For a more complete understanding of this offering, you should read the entire offering circular carefully, including the risk factors and the financial statements.

Forward-Looking Statements

This document contains forward-looking statements. All statements pertaining to our future financial and/or operating results, future events, or future developments may constitute forward-looking statements. The statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of our management, of which many are beyond control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance, or achievements of the Company may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. We neither intend nor assume any obligation, to update or revise these forward-looking statements in light of developments that differ from those anticipated.

Corporate History

We were incorporated on February 13, 2020, in the State of Delaware. We have not yet begun our operations, but we intend to provide cybersecurity solutions to businesses to protect their complete operating landscape and data secrets.

Overview

We intend to protect organizations from internal threats and cyber-attacks that have made their way inside the network perimeter to strike at the heart of the enterprise. We want to be a leading information technology (“IT”) firm specializing in managed IT services, cybersecurity, data protection, cloud, and communication solutions. Our comprehensive solutions will proactively protect, monitor, and record activity, then detect and eliminate malicious outside or internal privileged behavior to enforce security on the endpoint, protecting data at rest and in transit.

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The Offering

Securities offered and price per share:	Up to 6,000,000 shares of common stock, at $1.00 per share (the “Offering Shares”).
Best efforts offering:	There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. Our directors and officers shall be entitled to purchase Shares in the offering.
Securities outstanding prior to this offering:	12,016,669 shares of common stock. 1,000,000 shares of preferred stock.
Securities outstanding after this offering:	18,016,669 shares of common stock. 1,000,000 shares of preferred stock.
Use of proceeds:	See “Use of Proceeds” beginning on page 11.
Risk factors:	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning at page 7.

Corporate Information

Our principal executive offices are located at 8910 W. 192nd Street, Suite N, Mokena, IL 60448, telephone (312) 815-2549. Our principal website is www.reachoutit.com.

We are not subject to the information requirements of the Securities Exchange Act of 1934 (the “1934 Act”), and therefore do not file reports, proxy statements, and other statements and information with the Securities and Exchange Commission.

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RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should carefully consider the following information, together with the other information contained in this Annual Report, before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result, our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We are providing services to an industry that is heavily regulated and, in some respects, illegal under federal law and the laws of most states. We face risks in developing our product candidates and services and eventually bringing them to market. We also face risks that our business model may become obsolete. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risk Factors Related to the Business of the Company

We are an early growth stage company and have no historical financial information upon which you may evaluate our performance.

We were incorporated in Delaware in February 2020 and are still considered an early growth stage company. You should consider our prospects for success in light of the associated risks and uncertainties. Unanticipated problems, expenses, and delays are frequently encountered in newer businesses, such as ours, and in developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, onerous or problematic terms under licensing and other agreements, and inadequate marketing and sales. We may not successfully address these risks and uncertainties or successfully implement our existing and new products and services. The failure by us to meet any of these and other risks or uncertainties could have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We will need additional funding in the future, and if we are unable to raise capital when needed, we may be forced to delay, reduce, or eliminate products, programs, commercial efforts, or sales efforts. Developing products and marketing developed products is costly. We will need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration partners fund the development and commercialization of our products.

We intend to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, may involve restrictive covenants and high interest. Regarding accessing additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, processes, and technologies or to grant licenses on terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs, or curtail some of our commercialization efforts of our operations. We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

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It is our intent to pursue a public listing for our common stock in either the U.S. or in Canada. We intend to complete this private offering prior to our public listing. Following the public listing, we expect to conduct further capital raises to fund our operations and growth initiatives. Any additional equity issuance will cause existing investors, including investors in this offering, to experience dilution of their investment in the Company.

If we are unable to attract and retain key personnel, we may not be able to effectively compete in our market.

Our success will depend, in part, on our ability to attract and retain key management beyond what we have today. We will attempt to enhance our management and technical expertise by recruiting qualified individuals with desired skills and experience in certain targeted areas. An inability to retain employees and to attract or recruit and keep sufficient additional employees could have a material adverse effect on our business, financial condition, results of operations, and cash flows, as well as limit or delay our ability to develop and market our products.

Because our sole officer and director controls all of our common stock, he has the ability to influence matters affecting our shareholders.

Our sole officer and director, Richard D. Jordan, beneficially owns approximately eighty five percent (85%) of our outstanding common stock on a fully diluted basis. As a result, he has the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, the future issuance of shares, and the retention or control of management. Investors may find it difficult to replace our management. Decisions could be made that are in the best interest of insiders rather than investors or otherwise that could negatively impact stock value.

We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.

We may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth will require, among other things, continued development of our financial and management controls and management information systems, stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the training of new personnel. We intend to hire additional personnel in order to manage our expected growth and expansion. Failure to successfully manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.

Risk Factors Related to this Offering

The company valuation is arbitrarily determined and may not be indicative of our actual value.

The purchase price for the Shares was determined by our management and bears no relationship to our current assets, book value, net worth, or operations, and may not be indicative of the actual value of the Company.

Dilution will result from the sale of the Shares under this Offering.

Although the Board of Directors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such issuance, it is possible that the future issuance of additional shares could cause immediate and substantial dilution to the net tangible book value of those shares of our common stock that are issued and outstanding immediately prior to any such transaction. Any future decrease in the net tangible book value of such issued and outstanding shares could have a material effect on the market value of the Shares.

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The issuance of additional common stock and/or the resale of our issued and outstanding common stock could cause substantial dilution to investors in this offering.

Our Board of Directors has the authority to issue additional shares of common stock and to issue options and warrants to purchase shares of our common stock, up to the amount stated in our Articles of Incorporation (as amended), without shareholder approval and at values that could be less than the price at which you are investing, thus the possibility of substantial dilution. In addition, the Board of Directors could issue large blocks of voting stock to fend off unwanted tender offers or hostile takeovers without further shareholder approval.

The Shares offered under this Offering are restricted securities and will have limited liquidity.

The Shares offered in this Offering are restricted securities under the 1933 Act. Investors will be required to hold these securities for which there will be no current market. Under Rule 144 promulgated under the 1933 Act, as amended, the Shares will have to be held for at least one (1) year prior to sale, unless a registration statement is sooner filed for the benefit of the investors. We have no plans to file a registration statement. Even if we filed such a registration statement, there may be no market for the Shares. You may not be able to sell the Shares if a market does not develop or may need to hold the Shares for a long period of time before a market develops.

There is no public trading market for our common stock, which may impede your ability to sell our shares.

Currently, there is no trading market for our common stock, and there can be no assurance that such a market will commence in the future. There can be no assurance that an investor will be able to liquidate his or her investment without considerable delay, if at all. If a trading market does commence, the price may be highly volatile. Factors discussed herein may have a significant impact on the market price of the shares offered. Moreover, due to the relatively low price of our securities, many brokerage firms may not affect transactions in our common stock if a market is established. Rules enacted by the SEC increase the likelihood that most brokerage firms will not participate in a potential future market for our common stock. Those rules require, as a condition to brokers effecting transactions in certain defined securities (unless such transaction is subject to one or more exemptions), that the broker obtain from its customer or client a written representation concerning the customer’s financial situation, investment experience, and investment objectives. Compliance with these procedures tends to discourage most brokerage firms from participating in the market for certain low-priced securities.

While we currently intend to obtain a public listing of our common stock, there are no assurances that we will be able to do so. As a result, there may not be an exit strategy for our common stockholders for an extended period of time.

We intend to apply to list our common stock for trading on a public marketplace, which may make it more difficult for investors to resell their shares due to suitability requirements.

We intend to apply to list our common stock for trading on a public marketplace in either the U.S. or Canada. Broker-dealers often decline to trade in “over the counter” or lower-priced stocks given the market for such securities is often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.

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If we are unable to pay the costs associated with being a public, reporting company, we may not be able to commence and/or continue trading on a public marketplace and/or we may be forced to discontinue operations.

We intend to apply to list our common stock for trading on a public marketplace in either the U.S. or Canada. We expect to have significant costs associated with being a public, reporting company, which may raise substantial doubt about our ability to commence and/or continue trading and/or continue as a going concern. Our ability to commence and/or continue trading and/or continue as a going concern will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing. If we are unable to achieve the necessary sales or raise or obtain the needed funding to cover the costs of operating as a public, reporting company, our common stock may be deleted from the public marketplace and/or we may be forced to discontinue operations.

The forward-looking statements contained in this Offering Circular may prove incorrect.

This Offering Circular contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding distribution; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the mining and natural resources industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Offering Circular will, in fact, transpire.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Offering Circular that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, and the effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this Offering Circular.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance, or achievement. We are not under any duty to update any of the forward-looking statements after the date of this Offering Circular to conform these statements to actual results unless required by law.

IN ADDITION TO THE FOREGOING RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS THAT ARE NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER IMPORTANT RISKS COULD ARISE.

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USE OF PROCEEDS

The net proceeds to use from the sale of the Shares will be $6,000,000 if the entire offering is sold. The following table sets forth a breakdown of our estimated use of our net proceeds as we currently expect to use them, assuming the sale of, respectively, 25%, 50%, and 100% of the Shares.

	Assumed Percentage of Shares Sold
		25%		50%		100%
Price to Public	$	1,500,000	$	3,000,000	$	6,000,000
Selling agent commissions	$	150,000	$	300,000	$	600,000
Other Offering expenses	$	30,000	$	30,000	$	30,000
Net proceeds	$	1,320,000	$	2,670,000	$	5,370,000
Public listing of common stock	$	100,000	$	100,000	$	100,000
Unidentified acquisitions	$	500,000	$	1,000,000	$	1,500,000
Increase staff	-0-		$	500,000	$	500,000
Working capital	$	720,000	$	1,070,000	$	3,270,000
Total use of proceeds	$	1,500,000	$	3,000,000	$	6,000,000

PLAN OF DISTRIBUTION

The Shares are being sold through our executive officers. We may also engage broker-dealers or selling agents to sell the Shares. We have not yet engaged anyone else to sell Shares in this offering.

This is an offering of 6,000,000 shares of our common stock issued by the Company. None of our officers, directors, or affiliates is selling any securities in this offering. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering.

If we do engage a broker-dealer or selling agent, we will arrange for the sale of securities to investors on a “best efforts” basis, meaning that they need only use their best efforts to sell the securities. Any third party we engage may sell some of the Offering Shares through selected dealers.

The offering price of the Offering Shares was determined by us. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our company after the completion of the offering. See “Dilution” on page 13.

Our officers and directors shall be entitled to purchase Offering Shares in the offering. Any such purchases shall be conducted in compliance with the applicable provisions of Regulation M.

Procedures for Subscribing

We will hold an initial closing on any number of Offering Shares at any time during the Offering Period when we determine and thereafter may hold one or more additional closings until we determine to cease having any additional closings during the Offering Period. We will close on proceeds based upon the order in which they are received. We will consider various factors in determining the timing of any additional closings following the initial closing, including the amount of proceeds received at the initial closing and any prior additional closings.

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We may decide to close the offering early or cancel it, at our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction.

Discounts, Commissions and Expenses

We shall be responsible for and pay all expenses relating to the offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the Shares to be sold in the offering with the SEC and the filing of the offering materials with the OTC Markets, as applicable; (b) all fees and expenses relating to the registration or qualification of the Offering Shares; as required under the “blue sky” laws, including the fees of counsel selected by us; (c) the costs of all mailing and printing of the offering documents; (d) fees and expenses of the transfer agent for such shares; (e) our roadshow expenses; (f) the fees and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives; and (g) any fees or commissions we may incur if we engage a broker-dealer or selling agent to market the offering.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the lead selling agent that would permit a public offering of the securities offered by this offering circular in any jurisdiction where action for that purpose is required. The securities offered by this offering circular may not be offered or sold, directly or indirectly, nor may this offering circular or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction outside of the U.S., except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this offering circular comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this offering circular. This offering circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this offering circular in any jurisdiction in which such an offer or a solicitation is unlawful.

DETERMINATION OF OFFERING PRICE

The offering price of the Offering Shares was determined by us. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our company after the completion of the offering.

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DILUTION

The difference between the offering price per share of our common stock in this offering and the Pro Forma As Adjusted net tangible book value per share after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the total number of outstanding shares of common stock.

As of June 30, 2021, on an Actual basis and a Pro Forma basis, our net tangible book value is as follows:

	Actual			Pro Forma
Net Book value	$	889,279		$	6,289,279
Less: (intangibles assets)		(150,000	)		(150,000	)
Net tangible book value	$	739,279		$	6,139,279
Total common shares outstanding - Pro Forma					18,016,669
Net tangible book value per common share - Pro Forma				$	0.34

After giving effect to the sale of the Shares in this offering, on a Pro Forma As Adjusted basis, our net tangible book value would be $6,139,279, or $0.34 per common share, after deducting selling agents’ discounts, commissions, a non-accountable expense allowance and expenses of this offering totaling approximately $600,000. This represents an immediate [increase] in Pro Forma As Adjusted net tangible book value of $0.28 per share to our existing stockholders and an immediate dilution of $0.94 per share to investors purchasing shares in this offering.

The following table illustrates the dilution to new investors on a per-share basis:

Offering price per share				$	1.00
Pro Forma net tangible book value per share before this offering	$	(0.34	)
Increase in Pro Forma As Adjusted net tangible book value per share attributable to investors purchasing shares in this offering		0.28
Pro Forma As Adjusted net tangible book value per share after this offering					(0.06	)
Dilution in Pro Forma As Adjusted net tangible book value per share to investors in this offering				$	0.94

The following table sets forth information with respect to our existing stockholders and the new investors as follows:

	Shares Purchased			Total Consideration			Average Price Per Share
	Number		Percent	Amount		Percent	$
Existing stockholders		12,016,669	67 %	$	1,149,707	16 %	$	.10
New investors		6,000,000	33 %		6,000,000	84 %	$	1.00
Total		18,016,669	100 %	$	7,149,707	100 %

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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is not quoted or traded on any exchange or marketplace. We intend to There is no assurance that there will be liquidity in the common stock.

Holders

As of October 7, 2021, there were 12,016,669 shares of our common stock issued and outstanding and held by eight holders of record.

Dividend Policy

We have not paid any dividends on our common stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition, and other factors deemed relevant by the Board of Directors.

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

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Offering Circular reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Summary Overview

We were incorporated on February 13, 2020, in the State of Delaware. We have not yet begun our operations, but we intend to provide cybersecurity solutions to businesses to protect their complete operating landscape and data secrets.

Overview

We intend to protect organizations from internal threats and cyber-attacks that have made their way inside the network perimeter to strike at the heart of the enterprise. We want to be a leading information technology (“IT”) firm specializing in managed IT services, cybersecurity, data protection, cloud, and communication solutions. Our comprehensive solutions will proactively protect, monitor, and record activity, then detect and eliminate malicious outside or internal privileged behavior to enforce security on the endpoint, protecting data at rest and in transit.

Going Concern

As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements as of December 31, 2020 and for the period from February 13, 2020 (date of inception) through December 31, 2020, that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and generate revenue so that we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company. However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

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Results of Operations for the Six Months Ended June 30, 2021 and the period from February 13, 2020 (date of inception) to December 31, 2020

Revenues and Operating Expenses

We have had no revenues since our inception. Our operating expenses for the six months ended June 30, 2021 consist of $80,339 in general and administrative expenses and $7,500 in sales and marketing expenses. Our operating expenses for the period from February 13, 2020 (date of inception) to December 31, 2020 consist only of $193,432 in general and administrative expenses.

Liquidity and Capital Resources

Our current assets as of June 30, 2021 consist of cash of $408,910, prepaid consulting fees of $131,884, and deferred offering costs of $150,000, for total current assets of $690,794. Our total assets as of June 30, 2021 are $1,020,504. As of December 31, 2020, our only assets consisted of cash of $500 and deferred offering costs of $100,000.

Our liabilities as of June 30, 2021 consisted of $9,000 in accrued expenses, $122,225 in loan payable to a related party. Our total liabilities as of June 30, 2021 were $131,225. As of December 31, 2020, our only liabilities consisted of $119,225 in loans payable to a related party.

Cash Requirements

We intend to fund operations by raising capital from the sale of our stock and debt financings.

For the six months ended June 30, 2021, our net cash used in operating activities was $(66,590), which consisted of our net loss of $(87,839) plus deferred offering costs of $(50,000), offset by prepaid consulting fees of $38,406, restricted stock units issued for services of $20,843, accrued expenses of $9,000, and related party advances funding operations of $3,000.

For the six months ended June 30, 2021, our net cash provided by financing activities was $475,000, consisting of $425,000 in proceeds from common stock subject to possible redemption and $50,000 from the issuance of common stock.

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BUSINESS

Mission Statement

Our mission is two-fold. One, to provide innovative cybersecurity solutions to businesses, and two, to employ strategic acquisitions to increase market share within our sector. This two-fold approach will accelerate and enhance company profitability pushing growth to capitalize on the over $300 billion cybersecurity market.¹

Our cybersecurity solutions will protect the complete operating landscape of our client's enterprise and its data assets. We will accomplish this by monitoring external threats, vulnerabilities, and other hostile indicators while visualizing and prioritizing remediation of technology risks. We will manage cybersecurity threats and exposure across traditional IT assets that can be run within the cloud or in a hybrid commercial environment. We will mitigate internal threats, misconfigurations, and compliance violations while maintaining lock-step cybersecurity for our clients as digital transformation continues to drive aggressive adoption to and dependency on SaaS applications and cloud technologies.

Our proactive strategic acquisitions will boost growth, increase market share, add product and services complementary to the company, and significantly improve the competitive position of the company while enhancing profitability. We will carefully select targets utilizing a combination of research, strategic forethought, and business development anchored by the following criteria: size and profitability, geography/region, sectors, products/services, customer segmentation, and synergies. We will use a coherent approach to acquire for merger only when our company’s position and external market dynamics maximize the chances of success. We will also use third parties as expert resources to strengthen our screening viewpoint ensuring a well-vetted acquisition target.

Overview

We were incorporated on February 13, 2020, in the State of Delaware. We have not yet begun our operations, but we intend to provide cybersecurity solutions to businesses to protect their complete operating landscape and data secrets.

We will protect organizations from internal threats and cyber-attacks that have made their way inside the network perimeter to strike at the heart of the enterprise. We intend to be a leading information technology (“IT”) firm specializing in managed IT services, cybersecurity, data protection, cloud, and communication solutions.

Cybersecurity, in general, is the protection of internet-connected systems, including hardware, software, and data from cyber-attacks. A generalization which further can be defined as offensive or defensive types of cybersecurity solutions is as follows:

Endpoint Security Solutions – Offensive solution. Endpoint Security is a single agent providing data security, network security, threat prevention, and a remote access VPN for complete Windows and Mac OS X security. As an integrated suite, Endpoint Security provides simple, unified management and policy enforcement

Network Security Solutions – Defensive solution. Network security is any activity designed to protect the usability and integrity of your network and data. It includes both hardware and software technologies. It targets a variety of threats. It stops them from entering or spreading on your network. Effective network security manages access to the network.

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¹ See Appendix Section B - figures 1 & 2

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Content Security Solutions – Offensive solution. Document loss is now the leading cause of most data breaches. Information is your company’s most vital asset – from customer information and financial data to research, training, corporate secrets, and intellectual capital. Content security solutions include document-centric; content security in the cloud; mobile access; secure video; security at rest and in motion; encrypted data security; and content tracking, analytics, and remote wipe.

Application Security Solutions – Offensive solution. “Application security” focuses on removing vulnerabilities from source code, so that an attacker can’t exploit them. Application security is an essential part of an overall cybersecurity policy that also includes controlling physical access to hardware, configuring network security, enforcing password policies, etc.

Wireless Security Solutions - Wireless security solutions incorporate wireless and wired access, security, authentication, switching and management to help you adjust to the new demands for speed and security required by your enterprise network.

Cloud Security Solutions - Process efficiencies and increased network agility are driving SaaS, PaaS, and IaaS technology adoption at a rapid pace. This new infrastructure is also presenting businesses with a unique set of security challenges. Cloud security protects assets in the cloud from the most sophisticated threats with dynamic scalability, intelligent provisioning, and consistent control across physical and virtual networks.

A more connected world means that malicious actors access information more swiftly, with less detection and more accurately than ever. However, this increased connectivity also means that there are more opportunities for cyber-attacks, data leaks, and other IT security breaches. The economy, stability, development, and defense of any business’ assets are increasingly dependent on the ability to provide a resilient and secure cyberspace.

Common organizational functions, such as finance and operations, have standardized systems to help them manage decision making, measure productivity and mitigate risk. Cyber development threats are constantly adapting to defeat standardized cybersecurity programs and capitalize on holes and vulnerabilities within new and updated applications needed to adequately manage those platforms. Many organizations overlook their shifting of employees from hire to promotion to possible employment termination, as a compounding internal threat component, which opens up intentional or unintentional vulnerabilities in an organization’s system. Management is often unaware that hostile external threats exploit these internal friendly gaps in an organization’s cyber armor. Ultimately cybersecurity risks are not adequately measured until after the threat and breach are completed, oftentimes days, months, or even years after the breach. The common denominator of many of these breaches stems from a lack of internal monitoring of the organization’s seemingly friendly systems.

We believe that the risks and vulnerabilities are exponentially higher for employees who continue to work from the office or remotely in this post-COVID era. Employee personal hardware is used as a temporary or permanent stand-in for internal systems. Organizations everywhere are becoming more distributed as they adopt the cloud, increase workforce mobility, and grow their number of connected devices. They are adding more workloads to a myriad of different endpoints beyond the traditional security perimeter, exposing an increasingly broad attack surface to adversaries. In addition, the sophistication of cyber-attacks has increased, often coming from nation-states, well-funded criminal organizations, and hackers using advanced, easily obtained methods of attack. On a number of occasions, adversaries have launched devastating, destructive attacks that have caused significant business disruption and billions of dollars in cumulative losses. The architectural limitations of legacy security products, coupled with a dynamic and intensifying threatening landscape, are creating the need for a fundamentally new approach to security.

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Enterprise applications are rapidly converting to the cloud to achieve greater IT agility, a faster pace of innovation, and lower costs. Organizations are achieving almost total reliance on internet destinations for a range of business activities, adopting new external SaaS applications for critical business functions, and moving their internally managed applications to the public cloud. Enterprise users now expect to be able to seamlessly access applications and data, wherever they are hosted, from any device, anywhere in the world. We believe these trends are indicative of the broader digital transformation agenda, as businesses increasingly succeed or fail based on their IT outcomes.

ReachOut will provide deep analytics to help commercial organizations measure their cybersecurity exposure over time. Whether internal unintentional, internal intentional, or external hostile threats, ReachOut will integrate and analyze data from collectors alongside IT assets, vulnerability and threat data from our client’s third-party systems and applications to prioritize security issues for remediation and focus an organization’s resources based on risk and business criticality.

Industry Standards

Cybersecurity threats are more prolific and sophisticated than ever.

Today's cybersecurity threat landscape is more extreme than before. Breaches are increasingly sophisticated and usually executed over multiple steps called the threat lifecycle. The typical threat lifecycle begins with an initial exploit of a system enabling hostile entry, historically using malware, but increasingly using malware-free or file-less methods. This allows the penetration of endpoints and the establishment of a beachhead inside the corporate perimeter.

Once inside, hostiles move laterally across the corporate environment collecting credentials and escalating privileges enabling a typical hostile to download or collect a larger, more destructive malware program or connect with an external control source. During this stage in the threat lifecycle, hostiles are able to encrypt, destroy, or silently infiltrate sensitive data.

Increasingly, hostiles are well-trained, possess significant technological and human resources, and are highly deliberate and targeted in their attacks. Hostiles today range from disgruntled ex-employees attempting to handicap former employers, industry competitors seeking books of business or trade secrets, sophisticated criminal organizations who are motivated by financial gains, to hackers leveraging advanced techniques with the militaries and intelligence services of well-funded nation-states at the top of the cyber threat food chain. These groups and individuals are responsible for many breaches that involve theft or holding hostage financial data, intellectual property, and trade secrets. On a number of occasions, adversaries have launched devastating, destructive attacks that have caused significant business disruption and billions of dollars in cumulative losses.

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Proliferation of workloads expanding the attack surface

The rise of cloud computing, workforce mobility, and growth in connected devices has created an exponential expansion of workloads across endpoints and industries. According to a 2019 Cisco report, the number of connected devices is expected to reach 31 billion this year (2020) and increase by more than 242% to 75 billion by 2025².

With increasingly more connected things, devices, applications, and data that is highly distributed and diverse, challenging organizations to monitor and protect all of their workloads running on various endpoints. Enterprises also have to face the threat of an expanding attack surface. How enterprises secure things and their infrastructure will become increasingly important to the security of the IoT ecosystem and to successful Internet of Things adoption.

The adoption of many of these technologies and the resulting disappearance of the corporate perimeter have expanded the attack surface and left many organizations increasingly vulnerable to breach. Today, workloads running on endpoints, such as laptops and servers, are the primary targets in a security attack since they are vulnerable and frequently are repositories of valuable and sensitive data, including intellectual property, authentication credentials, personally identifiable information, financial information, and other digital assets. As new workloads are provisioned on emerging mobile and IoT devices, oftentimes residing outside of the corporate perimeter, increasingly more sensitive and mission-critical data will be generated and stored on these endpoints as well.

On-Premise Security Architectures are Constrained

On-premise products are siloed, lack easy integration, and have a limited ability to collect, process, and analyze vast amounts of data—attributes that are required to be flexible to be effective in today's increasingly dynamic threat landscape. Legacy vendors often deploy more agents to the endpoint as they layer on a patchwork of additional point product capabilities. This approach burdens endpoints by consuming additional storage space, memory, and processor capacity, degrading end-user experience without providing effective security. In addition, integrating and maintaining numerous products, data repositories, and infrastructures across highly distributed enterprise environments is a costly and resource-intensive process for already thinly staffed security teams.

Other Existing Security Products have Limitations

Legacy Signature-based Products. Signature-based products are designed to detect attacks that are already cataloged in a repository of previously identified threats but are not capable of preventing unknown threats or stopping associated breaches. Many significant breaches seen in the last two decades have involved a failure of the legacy signature-based antivirus product to detect a previously unknown or modified version of a previously known attack.

Malware-focused Machine Learning Products. Traditionally, organizations have focused on protecting their networks and endpoints against malware-based attacks. These attacks involve malware built for the specific purpose of performing malicious activities, stealing data, or destroying systems. A malware-centric defensive approach will leave the organization vulnerable to attacks that do not leverage malware. According to data from our target customer base, 40% of detections in the second quarter of fiscal 2018 were not malware-based but instead leveraged legitimate tools built into modern operating systems, enabling attackers to accomplish their objectives without writing files to the endpoint, making them more difficult for a traditional antivirus product to detect.

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² Cisco Systems - The Future of IoT miniguide:  The Burgeoning IoT market continues.  By: Laureen Horowitz, July 2019

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Application Whitelisting Products. Application whitelisting products resort to an "always allow" or "always block" policy on an endpoint in order to allow or prevent processes from executing. Whitelisting relies in part on manually creating and maintaining a complex list of rules, burdening end users and IT organizations. In order to avoid these management challenges, IT organizations often create special exceptions to the whitelist that attackers leverage to compromise endpoints. Furthermore, fileless attacks can exploit legitimate whitelisted applications, compromising the integrity of the whitelisting product.

Our Solution

We enable broad visibility and deep insights into cyber exposure across the entire modern attack surface for our clients.

Our platform will be built to serve as the cybersecurity command center, enabling organizations that have completed our certification to answer foundational and strategic questions such as:

· Where are we exposed?

· Where should we prioritize based on risk?

· Are we reducing our exposure over time?

· How do we compare to our peers?

This allows our clients to maintain an internal team of certified cybersecurity certs, with the immediate ability to scale up during a threat, while cutting costs while maintaining operations and our enterprise platform offerings offer critical layers of protection and defense including autonomous AI (Artificial Intelligence) endpoint security specifically built for the remote workforce, internal threat and employee behavior monitoring, and threat intelligence applications. With our platform, our customers are able to gain visibility into their cyber exposure, prioritize remediation efforts based on risk and business criticality, and benchmark cybersecurity risk in order to guide strategic decision-making. Our solutions deliver the following key business benefits for our customers:

· Visibility across a breadth of assets. We provide customers with broad visibility into the full range of attack surfaces within a single platform. Our solutions cover traditional IT assets, such as networking infrastructure, desktops, and on-premises servers, as well as modern IT assets, such as cloud, containers, web applications, BYOD devices, IoT, and OT assets that reside both inside and outside of a customer’s corporate network. Our solutions provide a range of continuous discovery and assessment techniques applied to the entire scope of a customer’s IT infrastructure.

Our Opportunity

Our total addressable market initially began as a replacement opportunity in the corporate endpoint security market but has significantly expanded due to rapid innovation and adoption of our modules across additional security and non-security markets. In addition, our increasing market opportunity is driven by the proliferation of enterprise mobility, adoption of cloud computing, the benefits of big data, and an increasingly dynamic and intensifying threat landscape.

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Corporate cybersecurity.

The endpoint security market is expected to reach $326.36 billion by 2027, at a CAGR of 10.0% during the forecast period from 2020 to 2027³.

The growth in this market is mainly attributed to the exponential rise in the number of endpoint devices, consistently rising & sophisticated nature of endpoint attacks & breaches, and proportionally increasing demand for high-security solutions to combat endpoint attacks. Moreover, factors such as the advent of disruptive technologies such as IoT, AI, ML, and Big Data, among others; mitigation of IT risk; and rapidly evolving regulatory landscapes are also supporting the growth of the endpoint security market.

Impact of COVID-19 on the cybersecurity market

The COVID-19 pandemic has adversely hit several economies around the globe. The combat measures against the pandemic such as complete lockdown, social distancing, and quarantine have put strong adverse impact on many industries across the globe including a portion of the IT security industry. With many employees working from home and students learning virtually, enterprise virtual private network (VPN) servers have now become a lifeline to organizations and institutions. Thus, the rapid adoption of new approaches will grow the cyber risks and threats for organizations. One of the major factors in the rise of attacks on corporate emails includes spurts of COVID-19 websites offering fake prepositions in exchange for personal information. For instance, spear-phishing email attacks related to COVID-19 have increased by 667%⁴.

The impact of the COVID-19 outbreak on the global cybersecurity market started in early 2020 in China, one of the world's largest producers and consumers for endpoint devices including smartphones, computers, and tablets. The closing of production plants for several months in China and restrictions on export and import of the endpoint devices to and from China’s restricted area has strongly impacted the supply chain, production, sales, and operation of these industries. Moreover, this pandemic is also expected to adversely affect the endpoint security market in many countries across the globe including India, the U.S., Brazil, and European countries. However, as most of the IT companies adopted work-from-home policies in response to the COVID-19 pandemic, cybersecurity has become a grave issue for organizations across the globe and thus, expected to provide some relief to the global endpoint security market and help the market to recover at a much faster rate.

In the BYOD era, the presence of mobile devices in workplaces is rapidly increasing, thereby creating heightened risks of cyberattacks. According to Symantec's ISTR 2019 report, the prevalence of mobile ransomware increased by 33% in 2018. Mobile devices are no longer secure, and it is easy for hackers to gain unauthorized access to corporate networks. Therefore, enterprises are increasingly adopting cybersecurity solutions to secure their networks and provide their employees with secure access to confidential information. Thus, factors such as the rising penetration of mobile and wireless devices, advancement in connectivity infrastructure across the globe, and the falling price of mobile devices are all set to make a big impact on the endpoint security market.

The primary reasons behind market growth post-COVID-19 are the positive outlook towards escalating demand for next-generation security and vulnerability management solutions and collaboration with cloud service providers. The report on the global market for security and vulnerability management covers various market segments such as region, component, enterprise type, and vertical.

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³ Grandview Research - June 2020,  Cyber Security Market Size, Share Trends & Analysis

⁴ Security Magazine - April 16th 2020

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Hardware as a Service (Haas).

Hardware-as-a-Service (HaaS) market is anticipated to witness a CAGR of 26.2% over the forecasted period 2020-2025. Increasing the need to adopt new IT solutions, increased digitization, increasing investment of small- and large-scale enterprises in the HaaS hardware and services, technical advancements and product innovation, and increasing load on cloud infrastructure are some of the major factors influencing the growth of the HaaS market. Hardware-as-a-Service (HaaS) market is anticipated to witness a CAGR of 26.2% over the forecasted period 2020-2025⁵. Increasing the need to adopt new IT solutions, increased digitization, increasing investment of small- and large-scale enterprises in the HaaS hardware and services, technical advancements and product innovation, and increasing load on cloud infrastructure are some of the major factors influencing the growth of the HaaS market.

This offering provides affordable, managed solutions with a rental agreement that also bundles maintenance and support as part of the package. The client and managed service provider (MSP) agree to mutual terms to install the hardware at the client’s site for which the client pays a monthly fee for the service. The industries are shifting from ownership to on-demand service (XaaS). Cloud computing services are also increasingly attracting investment in the studied market, as data storage servers and active computing hardware are the components of a remotely provisioned service for users.

Impact of COVID-19 on the Haas Market.

With the outbreak of COVID-19, service firms, in particular, have embraced the work-from-home-culture. This has led to a spike in demand for laptops, especially leased laptops of all genres. With complete disruption of supply chain and production activities, in which there is a huge shortage in the market and mismatch between demand and supply of hardware components. With the situation improving in the next couple of months, HaaS is expected to grow in the near future as it mitigates the risk of complete shutdown of the business during unforeseen circumstances like the COVID-19 pandemic.

Growth Strategy

Our goal is to empower organizations worldwide to realize the full potential of cloud and mobility. Key elements of our strategy include:

· Identify, target, and acquire assets;

· Win new customers;

· Expand within existing customers;

· Expansion and innovation of services; and

· Expand into additional market segments.

Identify, target, and acquire assets. ReachOut will identify then target other cybertechnology firms as “assets for acquisition” to increase its market share, cash flow, and earnings. These strategic acquisitions will focus first on cybersecurity companies with stable municipal, state, and federal government contracts and those cybersecurity firms with specialized technologies, employees, or complementary products. Prior to acquisition, the Company will first identify then address potential liabilities associated with the assets for acquisition. Secondly, devise a plan to streamline operations and reduce costs. Then thirdly, forecast the financial impact of an acquisition transaction, including accounting charges, before execution and integration.

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⁵ Research and Markets Report, 8/13/2020, Global Hardware as-a-Service (Haas) Market Outlook 2020 -2025

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Continue to win new customers. We believe that we have a significant opportunity to expand our customer base, both in the United States and internationally.

Expand in existing customers. We plan to leverage a land-and-expand approach with our existing customers to sell subscriptions to additional users, additional suites that contain more functionality, and a la carte services.

Expansion and innovation of services. We will continue to invest in research and development to add new and differentiated solutions to our existing product portfolio and improve the overall reliability, availability, and scalability of our cloud security platform.

Expansion into additional market segments. We are targeting the expansion of our immediate addressable market, emphasizing U.S. state and federal government agencies in the near- to medium-term.

Our Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use the following criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies that we believe:

· Can serve as a platform for consolidation and growth within the cybersecurity market;

· Have a strong, experienced management team in place, or are a platform to assemble an effective management team with a track record of driving growth and profitability;

· Have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors;

· Are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

· Are fundamentally sound companies that are underperforming their potential;

· Exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace, based on our analysis and due diligence review;

· Will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against any identified downside risks; and

· Can benefit from being a publicly-traded company, are prepared to be a publicly traded company, and can utilize access to broader capital markets.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus. This would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, and large business enterprises seeking to divest non-core assets or divisions.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with the Company held by each person, and the date such person became a director or executive officer of the Company. Our executive officers are elected annually by the Board of Directors. The directors serve one (1) year terms until their successors are elected. The executive officers serve terms of one (1) year or until their death, resignation, or removal by the Board of Directors. Family relationships among any of the directors and officers are described below.

Name	Age	Position(s)
Richard D. Jordan	41	Sole Director, Chief Executive Officer, President, Secretary, and Treasurer
Kingsley Charles	55	Director
Darren Jacklin	49	Director
Tatiana Mersiadis	56	Director

Richard D. Jordan, age 41, is our founder and has been our Chief Executive Officer, President, Secretary, and Treasurer since our formation in 2020. Rick is a serial entrepreneur and has become one of America’s leading voices on cybersecurity, business, and ethics. Rick has been a featured speaker at NASDAQ, Harvard Club of Boston and New York, Mercedes, Coca-Cola, and West Point Military Academy on leadership, ethics, technology, and security. Rick is a frequent celebrity expert guest nationwide on ABC, NBC, CBS, and FOX, and an Amazon best-selling author of “Situational Ethics.” Rick and ReachOut were recently featured in the Amazon Prime documentary, Cyber Crime. He is also starring and a story producer in the sequel filming in 2020. Rick is the host of the “ALL IN with Rick Jordan” podcast and reaches thousands of fans and subscribers in 28 countries. He’s also a skilled musician, ordained pastor, married to his wife Jaina for 18 years, and dad to three amazing kids.

Kingsley Charles, age 55, has over fifteen years as a business and financial consultant for a handful of private firms and hundreds of regional entrepreneurs and small business owners coast-to-coast. He has acted as a consultant for dozens of start-ups and operating companies with revenues up to $200 million since his work managing operations with a Fortune 500 company. He has spent his career working side-by-side with other professionals: Master of Taxation, CPA, CFP’s, accountants, valuation experts, and attorneys for over two decades of his professional career. His team has built a solid base of legal partners and financial professionals that support his firm’s work with clients to provide interactive, eyes-wide-open financial and strategic management. You can also visit www.theascentiagroup.com for more team backgrounds.

His staff currently includes CPAs, CVA (Certified Valuation Analyst), and accountants. Intuitive participation in a client’s business and operations is his key strength. As a serial entrepreneur himself, he understands the hurdles, passion, and joys of being on the edge of innovation, sales, and success.

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Core strengths include:

· Strategic Financial Planning

· Systems Management

· Asset Protection and Entity Management

· Risk Management

· Tax Planning

· Funding

· CFO Services

Darren Jacklin, age 48, is a speaker and philanthroinvestor. For over 25 years, Darren Jacklin has traveled four continents and personally trained over one million people in over 48 countries. He has mentored entrepreneurs and business owners on specific and measurable strategies. These strategies have then been implemented into businesses to increase income, transform obstacles into cash flow and turn passion into profits.

Darren has an uncanny ability to increase wealth and success by uncovering hidden assets, overlooked opportunities, and undervalued possibilities. His talent has captured the attention of Tiger 21, The Wall Street Journal, Yahoo Finance, NBC TV, CBS TV, Global TV, international radio stations, magazines and newspapers, movie producers, best-selling authors, CEO’s and business experts worldwide. Darren is also featured as an international celebrity in the 2015 movie The Treasure Map.

Darren Jacklin currently sits on paid international boards of directors and advisory boards of public and private companies and with this experience has successfully advised a small private American residential real estate company to grow to an internationally recognized publicly-traded company on the NASDAQ. He has also personally trained 157 Fortune 500 companies such as Microsoft, AT&T, Black & Decker, Barclays Bank, as well as high school, college, and university students, and lastly, professional athletes.

Passionate about making a difference in people’s lives today, Darren is also working as a PhilanthroInvestor. He is committed to expanding his cash flow investment portfolio. His Private Family Foundation called Leaders Yielding to New Knowledge (LY2NK) is helping support the creation and site of a new sustainable school in the slums of Kampala, Uganda, East Africa. His experience has connected him with people in more than 130 countries. www.DarrenJacklin.com

Tatiana Mersiadis, age 55. As an experienced educator, Tatiana Mersiadis grew up in Montreal, Quebec, Canada, and learned early on that teaching was her passion. She moved to Vancouver, British Columbia from Montreal, Quebec. She studied Education at McGill University and worked in many different schools across Quebec and British Columbia throughout her 30 years in the education field.

She is an accomplished teacher, with a Bachelor of Education and Physical Education from McGill University, in Montreal, Quebec, a Diploma in French Education from Simon Fraser University in Vancouver, British Columbia, and a master’s in education from the University of British Columbia in Vancouver, Canada.

Passionate about making a difference in people’s lives, today, Tatiana is also working as a Philanthropy Real Estate Investor. She is committed to expanding her passive cash flow investment portfolio. Her Private Family Foundation called Leaders Yielding to New Knowledge (LY2NK) is helping support the creation and site of a new sustainable school in the slums of Kampala, Uganda, East Africa. Her life demonstrates to follow our dreams, no matter how great.

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Family Relationships

There are no family relationships between any of our officers or directors.

Other Directorships; Director Independence

Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB, on which we anticipate our shares of common stock to be quoted, does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, none of our directors are independent.

Board Committees

Our Board of Directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by its Board of Directors as a whole. We are not required to maintain such committees under the applicable rules of the OTCQB. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place. We intend to create board committees, including an independent audit committee, in the near future.

We do not currently have a process for security holders to send communications to the Board.

During the fiscal year ended December 31, 2020, the Board of Directors met as necessary.

Involvement in Certain Legal Proceedings

None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

Code of Ethics

We have not adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and follow ethical standards without the necessity of a written policy.

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EXECUTIVE COMPENSATION

Narrative Disclosure of Executive Compensation

None of our officers received compensation for his or her services as an officer.

Director Compensation

In May 2020, we entered into an Independent Director Agreement with each of Kingsley Charles, Darren Jacklin, and Tatiana Mersiadis. Pursuant to the agreements, each director will receive cash compensation of $3,000 per quarter, in arrears, plus restricted stock units for 66,667 shares of our common stock vesting one-third on July 1 of 2021, 2022, and 2023.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of October 7, 2021, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers and Directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Name	Amount of Beneficial Ownership – Common Stock			Amount of Beneficial Ownership – Preferred Stock			Percentage Ownership Before Offering (1)
Richard D. Jordan (2)		10,000,000			1,000,000	(3)	84.5%		(5)
Kingsley Charles (2)		22,223	(4)		-			<1	%
Darren Jacklin (2)		22,223	(4)		-			<1	%
Tatiana Mersiadis (2)		22,223	(4)		-			<1	%
All Directors and Officers as a Group (4 Persons) (2)		10,066,669			1,000,000		85.0%		(5)

(1)	Based on 12,016,669 shares of common stock, and 1,000,000 shares of Series A Convertible Preferred Stock outstanding prior to this offering. Shares of common stock subject to options or warrants are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
(2)	Indicates an Officer and/or Director.
(3)	Each share of Series A Convertible Preferred Stock is convertible into one (1) share of common stock and has ten (10) votes on all matters which come before the shareholders.
(4)	Does not reflect an aggregate of 44,444 restricted shares of common stock issued for serving as a member of the Company’s Board of Directors. The restricted shares vest (a) 22,222 on July 1, 2022, and (b) 22,222 on July 1, 2023.
(5)	Includes 1,000,000 shares of common stock that could be acquired upon the conversion of 1,000,000 shares of Series A Convertible Preferred Stock.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

There are no current arrangements which will result in a change in control.

29

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Independent Director Agreements

In May 2020, we entered into an Independent Director Agreement with each of Kingsley Charles, Darren Jacklin, and Tatiana Mersiadis. Pursuant to the agreements, each director will receive cash compensation of $3,000 per quarter, in arrears, plus restricted stock units for 66,667 shares of our common stock vesting one-third on July 1 of 2021, 2022, and 2023.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB on which we intend for the shares of common stock to be quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, three (3) of our directors are independent, namely Kingsley Charles, Darren Jacklin, and Tatiana Mersiadis.

30

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.0001, and 2,000,000 shares of preferred stock, par value $0.0001. As of October 7, 2021, there were 12,016,669 shares of our common stock issued and outstanding, and 1,000,000 shares of Series A Convertible Preferred Stock issued and outstanding.

Common Stock. Each shareholder of our common stock is entitled to a pro-rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available, therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common shareholders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock. We are authorized to issue 2,000,000 shares of preferred stock, par value $0.0001 per share, of which 1,000,000 shares of Series A Convertible Preferred stock have been authorized and issued. The Preferred Stock is convertible, at the option of the holder, into one share of common stock for each share of Preferred Stock converted. The holders of our Preferred Stock also have ten (10) votes per share of Preferred Stock that they hold, to be voted as a group along with the common shareholders on all matters on which the shareholders are entitled to vote. Other than these votes, the holders of our Preferred Stock have no specific rights, as a group, to elect directors. The holders of our preferred stock are not entitled to a dividend preference over the common stock but are entitled to a liquidation preference in the amount of $1.25 per share. The preferred stock is not redeemable. Finally, the holders of the preferred stock are entitled to protective provisions as follows:

The Company may not take any of the following actions without the approval of 75% of the holders of the outstanding Series A Convertible Preferred Stock: (i) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock; (ii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock; or (iii) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock.

The sole Series A Convertible Preferred stockholder, Richard Jordan, has voting control of over 91% of our voting stock.

Dividend Policy. We have not declared or paid a cash dividend on our capital stock in our last two fiscal years and we do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

31

Options and Warrants.

There are no warrants or options to acquire our common stock outstanding.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Morison Cogen LLP was our independent registered public accounting firm as of and for the period from February 13, 2020 (date of inception) to December 31, 2020 and as of and for the six months ended June 30, 2021.

Clyde Snow & Sessions, PC serves as our legal counsel in connection with this offering.

PROPERTIES

We do not currently maintain office space.

LEGAL PROCEEDINGS

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

32

REACHOUT TECHNOLOGY CORP.

FINANCIAL STATEMENTS

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2021 (UNAUDITED)

AND PERIOD ENDED JUNE 30, 2020 (UNAUDITED) AND PERIOD ENDED DECEMBER 31, 2020 (AUDITED)

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet as of June 30, 2021 (unaudited) and December 31, 2020 (audited)	F-2
Statements of Comprehensive Loss for the Six Months ended June 30, 2021 (unaudited), for the Period February 13, 2020 (date of inception) through June 30, 2020 (unaudited), and for the Period February 13, 2020 (date of inception) through December 31, 2020 (audited)	F-3
Statement of Stockholders’ Deficit for the Period February 13, 2020 (date of inception) through December 31, 2020 (audited) and June 30, 2021 (unaudited)	F-4
Statements of Cash Flows for the Six Months ended June 30, 2021 (unaudited), for the Period February 13, 2020 (date of inception) through June 30, 2020 (unaudited), and for the Period February 13, 2020 (date of inception) through December 31, 2020 (audited)	F-5
Notes to Financial Statements	F-6

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder
Reachout Technology Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Reachout Technology Corp (the Company) as of December 31, 2020 and the related statements of comprehensive loss, stockholders’ deficit, and cash flows for the period February 13, 2020 (date of inception) through December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period February 13, 2020 (date of inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has net losses, accumulated deficit and negative working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Morison Cogen LLP

We have served as the Company’s auditor since 2020.

Blue Bell, Pennsylvania

September 23, 2021

F-1

REACHOUT TECHNOLOGY CORP.

BALANCE SHEETS

	June 30,			December 31,
	2021			2020
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	408,910		$	500
Prepaid consulting fees, current portion		131,884			-
Deferred offering costs		150,000			100,000
Total current assets		690,794			100,500
Prepaid consulting fees, net of current		329,710			-
Total assets	$	1,020,504		$	100,500
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accrued expenses	$	9,000		$	-
Loan payable, related party		122,225			119,225
Total liabilities		131,225			119,225
Commitments and contingencies (Note 9)
Common stock subject to possible redemption, 850,000 shares at $0.50 redemption value		425,000			-
Stockholders' equity (deficit):
Preferred stock, $0.01 par value, 2,000,000 shares authorized, 1,000,000 shares issued and
outstanding as of both June 30, 2021 and December 31, 2020		10,000			10,000
Common stock, $0.01 par value, 30,000,000 shares authorized, 11,166,669 and 10,066,669 shares issued
and outstanding as of June 30, 2021 and December 31, 2020, respectively (excluding 850,000 and -
shares subject to possible redemption as of June 30, 2021 and December 31, 2020, respectively)		111,667			100,667
Additional paid-in capital		623,884			64,041
Accumulated deficit		(281,271	)		(193,432	)
Total stockholders' equity (deficit)		464,279			(18,725	)
Total liabilities, common stock subject to possible redemption and stockholders' equity (deficit)	$	1,020,504		$	100,500

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

F-2

REACHOUT TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE LOSS

				For the Period			For the Period
				February 13, 2020			February 13, 2020
	Six Months			(date of inception)			(date of inception)
	Ended			through			through
	June 30,			June 30,			December 31,
	2021			2020			2020
	(Unaudited)			(Unaudited)			(Audited)
Revenues	$	-		$	-		$	-
Operating expenses:
General and administrative		80,339			150,433			193,432
Sales and marketing		7,500			-			-
Total operating expenses		87,839			150,433			193,432
Loss from operations		(87,839	)		(150,433	)		(193,432	)
Provision for income taxes		-			-			-
Net loss	$	(87,839	)	$	(150,433	)	$	(193,432	)
Weighted average common shares outstanding -
basic and diluted		10,793,465			-			2,615,529
Net loss per common share - basic and diluted	$	(0.01	)		-		$	(0.07	)

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

F-3

REACHOUT TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

									Additional					Total Stockholders'
	Preferred Stock				Common Stock				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balances at February 13, 2020 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Issuance of founder's stock		1,000,000		10,000		10,000,000		100,000		-		-			110,000
Restricted stock units issued for services		-		-		66,669		667		64,041		-			64,707
Net loss		-		-		-		-		-		(193,432	)		(193,432	)
Balances at December 31, 2020		1,000,000	$	10,000		10,066,669	$	100,667	$	64,041	$	(193,432	)	$	(18,725	)
Issuance of common stock		-		-		100,000		1,000		49,000		-			50,000
Shares issued for prepaid consulting fees		-		-		1,000,000		10,000		490,000		-			500,000
Restricted stock units issued for services		-		-		-		-		20,843		-			20,843
Net loss		-		-		-		-		-		(87,839	)		(87,839	)
Balances at June 30, 2021 (unaudited)		1,000,000	$	10,000		11,166,669	$	111,667	$	623,884	$	(281,271	)	$	464,279
Balances at February 13, 2020 (inception)		-	$	-		-	$	-	$	-	$	-		$	-
Restricted stock units issued for services		-		-		-		-		39,708		-			39,708
Net loss		-		-		-		-		-		(150,433	)		(150,433	)
Balances at June 30, 2020 (unaudited)		-	$	-		-	$	-	$	39,708	$	(150,433	)	$	(110,725	)

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

F-4

REACHOUT TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS

				For the Period			For the Period
				February 13, 2020			February 13, 2020
	Six Months			(date of inception)			(date of inception)
	Ended			through			through
	June 30,			June 30,			December 31,
	2021			2020			2020
	(Unaudited)			(Unaudited)			(Audited)
Cash flows from operating activities:
Net loss	$	(87,839	)	$	(150,433	)	$	(193,432	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of founder's stock		-			110,000			110,000
Restricted stock units issued for services		20,843			39,708			64,707
Related party advances funding operations		3,000			-			18,000
Changes in operating assets and liabilities:
Prepaid consulting fees		38,406			-			-
Deferred offering costs		(50,000	)		-			-
Accrued expenses		9,000
Net cash used in operating activities		(66,590	)		(725	)		(725	)
Cash flows from financing activities:
Proceeds from related party loans		-			1,225			1,225
Proceeds from common stock subject to possible redemption		425,000			-			-
Issuance of common stock		50,000			-			-
Net cash provided by financing activities		475,000			1,225			1,225
Net increase in cash and cash equivalents		408,410			500			500
Cash and cash equivalents at beginning of period		500			-			-
Cash and cash equivalents at end of period	$	408,910		$	500		$	500
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	-
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in loan payable, related party	$	-		$	100,000		$	100,000
Shares issued - prepaid consulting fees	$	500,000		$	-		$	-

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

F-5

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

Reachout Technology, Corp. (the “Company”) is a corporation formed on February 13, 2020 under the laws of the State of Delaware. The Company provides cybersecurity and IT management solutions to businesses to protect their complete operating landscape and data secrets. The Company is headquartered in Chicago, Illinois.

As of June 30, 2021, the Company has not commenced planned principal operations or generated any revenue. The Company’s activities since inception have primarily consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s planned operations or failing to profitably operate the business.

2. GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt and the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $87,839 for the six months ended June 30, 2021 and $193,432 for the period ended December 31, 2020, and has incurred negative cash flows from operations for the periods. As of June 30, 2021, the Company had an accumulated deficit of $281,271. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities as a result of this uncertainty.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. As the COVID-19 pandemic continues to spread, any future financial impact cannot be reasonably estimated at this time.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year-end is December 31.

Unaudited Interim Financial Information

The accompanying financial statements for the periods ended June 30, 2021 and 2020 and the related footnote disclosures are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the Company’s opinion, reflect all adjustments necessary to present fairly the Company’s financial position as of June 30, 2021 and results of its operations, and cash flows for the periods ended June 30, 2021 and 2020. The results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other periods.

F-6

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, revenue recognition and the valuations of common stock. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At June 30, 2021 and December 31, 2020, all of the Company’s cash and cash equivalents were held at accredited financial institutions. As of June 30, 2021, the Company had $158,910 in excess of insured amounts.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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

· Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

· Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s assets and liabilities approximate their fair values.

Revenue Recognition

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2018. The Company determines revenue recognition through the following steps:

· Identification of a contract with a customer;

· Identification of the performance obligations in the contract;

· Determination of the transaction price;

· Allocation of the transaction price to the performance obligations in the contract; and

· Recognition of revenue when or as the performance obligations are satisfied.

F-7

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. To date, the Company has not generated any revenue.

Advertising Costs

Advertising costs are expensed as incurred.

Deferred Offering Costs

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of June 30, 2021 and December 31, 2020, the Company had recorded $125,000 and $75,00 in deferred offering costs, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. In accordance with ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

Common Stock Subject to Possible Redemption

The Company accounts for its certain issuances of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s issuances (see Note 4) of certain shares of common stock contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, this common stock subject to possible redemption is classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of June 30, 2021, 850,000 shares of common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. As of June 30, 2021, the common stock subject to possible redemption was recorded at the redemption amount of $0.50 per share.

F-8

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy isl be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of June 30, 2021 and 2020 and as of December 31, 2020, diluted net loss per share is the same as basic net loss per share for each period presented. Potentially dilutive items outstanding as of June 30, 2021 and 2020 and December 31, 2020 are as follows:

	Period Ended				Period Ended
	June 30,				December 31,
	2021		2020		2020
Series A preferred stock		1,000,000		-		1,000,000
Unvested restricted stock units		133,332		200,001		133,332
Total potentially dilutive shares		1,133,332		200,001		1,133,332

The Company has 850,000 shares of common stock subject to possible redemption which were excluded from basic and dilutive securities outstanding. See Note 4.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2016-02 on February 13, 2020 and since the Company currently does not have any lease obligations, this standard did not have a material impact on its financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 eliminates the separate accounting model for nonemployee share-based payment awards and generally requires companies to account for share-based payment transactions with nonemployees in the same way as share-based payment transactions with employees. The accounting remains different for attribution, which represents how the equity-based payment cost is recognized over the vesting period, and a contractual term election for valuing nonemployee equity share options. ASU 2018-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2018-07 on February 13, 2020 and the adoption did not have a material impact on its financial statements.

In May 2014, the FASB issued ASC 606, providing new revenue recognition guidance that superseded existing revenue recognition guidance. The update, as amended, requires the recognition of revenue related to the transfer of goods or services to customers reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as well as additional qualitative and quantitative disclosures about revenues. The Company adopted the new revenue recognition guidance as of February 13, 2020. Since the Company has not generated any revenue, this standard had no impact on its financial statements.

F-9

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted ASU 2017-11 on February 13, 2020 and the adoption did not have a material impact on its financial statements.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted ASU 2020-06 on February 13, 2020 and the adoption did not have any impact on its financial statements.

Management does not believe that any other recently issued accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

4. COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

In March 2021, the Company entered into common stock purchase agreements for the issuance of an aggregate of 850,000 shares of common stock and received proceeds of $425,000, or $0.50 per share. Beginning on the date twelve months from the issuance of the common stock and continuing for five business days, the investors may exercise their right to have the Company repurchase the shares at the purchase price. As the agreement includes a put right at the option of the holder, the $425,000 is classified as temporary equity in accordance with ASC 480.

If the investors have not exercised their put right after six days following the one-year anniversary of the agreement, the Company shall pay each investor a bonus payment in either cash or the issuance of additional shares of common stock at the investor’s election.

At any time between the agreement dates and December 31, 2021, in the event the Company sells shares of its common stock to any investor other than an officer or director of the Company, the investor shall have the right to participate in the investment, up to an aggregate of an additional $250,000, at a per-share purchase price that is 20% less than the price in the qualifying investment.

5. STOCKHOLDERS’ EQUITY

As of June 30, 2021 and December 31, 2020, the Company was authorized to issue a total of 2,000,000 shares of preferred stock and 30,000,000 shares of common stock, $0.01 par value.

The preferred stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. The preferred stock is convertible into shares of common stock into an equivalent number of shares.

F-10

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

Each holder of common stock is entitled to one vote for each share of common stock held. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, assets of the Company available for distribution shall be distributed to common shareholders pro rata based on the number of shares held. No distributions have been made on shares of common stock to date.

During the period ended December 31, 2020, the Company issued 1,000,000 shares of Series A convertible preferred stock and 10,000,000 shares of common stock as founder stock. The Company recorded stock compensation expense of $110,000, or a $0.01 per share, fair value, in connection with the issuance.

During the six months ended June 30, 2021, the Company issued 100,000 shares of common stock for proceeds of $50,000, or $0.50 per share, fair value. At any time between the agreement dates and December 31, 2021, in the event the Company sells shares of its common stock to any investor other than an officer or director of the Company, the investor shall have the right to participate in the investment, up to an aggregate of an additional $250,000, at a per-share purchase price that is 20% less than the price in the qualifying investment.

During the six months ended June 30, 2021, the Company issued 1,000,000 shares of common stock pursuant to consulting agreements for a total fair value of $500,000, which was recorded as prepaid consulting fees. The prepaid consulting fees will be expensed monthly through December 31, 2024, the expiration date of the consulting agreements. During the six months ended June 30, 2021 the Company recognized $41,406 of consulting expense associated with these issuances, which was included in general and administrative expenses.

6. RESTRICTED STOCK UNITS

In May 2020, the Company granted a total of 200,001 restricted stock units (“RSUs”) to its three board of directors as compensation. The RSUs vest annually in equal increments beginning on July 1, 2020. The Company utilized the grant-date fair value of the underlying common stock of $0.50 and calculated an aggregate fair value of $100,001. The Company will recognize expense for these issuances over the vesting period. During the period ended June 30, 2021 and 2020, the Company recorded $20,843 and $39,708, respectively, in stock compensation expense. During the period ended December 31, 2020, the Company recorded $64,707 in stock compensation expense. As of June 30, 2021, there were 133,332 unvested RSUs and unrecognized compensation cost of $14,450 to be recognized by July 1, 2022.

7. INCOME TAXES

The Company follows FASB ASC 740-10-10 whereby an entity recognizes deferred tax assets and liabilities for future tax consequences or events that have been previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not anticipated.

At December 31, 2020, the Company has a net operating loss (“NOL”) of approximately $129,000. Consequently, the Company may have NOL carryforwards available for federal income tax purposes. Deferred tax assets would arise from the recognition of anticipated utilization of these net operating losses to offset future taxable income.

The income tax (benefit) provision consists of the following:

	Period Ended
	December 31,
	2020
Current	$	-
Deferred		(36,693	)
Change in deferred tax asset valuation allowance		36,693
	$	-

F-11

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS

Income tax expense (benefit) was $- for the periods ended June 30, 2021 and 2020 and December 31, 2020

The reconciliation of the statutory federal rate to the Company’s effective income tax rate is as follows:

	Period Ended
	December 31,
	2020
	Amount			%
Income tax at U.S. federal income tax rate		(40,621	)		(21.0	)
State income taxes, net of federal benefit		(14,507	)		(7.5	)
Non-deductible stock-based compensation		18,435			9.5
Change in valuation allowance		36,693			19.0
Effective income tax	$	-			-

The primary components of the Company’s December 31, 2020 deferred tax assets and related valuation allowances are as follows:

	December 31,
	2020
Deferred tax assets:
Net operating loss carryforwards	$	36,693
Valuation allowance		(36,693	)
Net deferred tax assets	$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. The value of the deferred tax assets was offset by a valuation allowance, due to the current uncertainty of the future realization of the deferred tax assets.

There is no income tax benefit for the losses for the periods ended June 30, 2021 and 2020 and December 31, 2020, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits.

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions.

The Company follows FASB ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of February 13, 2020 (date of inception), the Company had no unrecognized tax benefits and no charge during 2020, and accordingly, the Company did not recognize any interest or penalties during 2020 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2020. As of June 30, 2021, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2021 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the period ended June 30, 2021, and there was no accrual for uncertain tax positions as of June 30, 2021.

The Company files U.S. income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed for the 2020 tax year is subject to examination by the relevant taxing authorities.

F-12

REACHOUT TECHNOLOGY CORP.

NOTES TO FINANCIAL STATEMENTS  

8. RELATED PARTY TRANSACTIONS

In February 2020, the Company recorded stock compensation expense of $110,000 for the accrual of the founder’s stock issuances with a corresponding entry to loan payable, related party. The loan payable, related party balance was reduced to $- upon the issuance of the 1,000,000 shares of Series A convertible preferred stock and 10,000,000 shares of common stock issued to the founder (see Note 5).

During the period ending December 31, 2020, the Company’s founder or a company wholly owned by the founder paid deferred offering costs and other expenses, on behalf of the Company, totaling $100,000 and $18,725, respectively, and during the six months ended June 30, 2021 paid $3,000 in other expenses on behalf of the Company. The outstanding loan payable, related party balance as of June 30, 2021 and December 31, 2020 was $122,225 and $119,225, respectfully. The loan balance is non-interest bearing, unsecured and due on demand.

9. COMMITMENTS AND CONTINGENCIES

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

F-13

PART III – EXHIBITS

Exhibit No.	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation of ReachOut Technology Corp.
3.2	Certificate of Designation of the Series A Convertible Preferred Stock
3.3	Bylaws of ReachOut Technology Corp.
4.1	Form of Subscription Agreement
10.1	Form of Independent Director Agreement
11.1	Consent of Morison Cogen LLP
11.2	Consent of Clyde Snow & Sessions, PC (included in Exhibit 12.1)
12.1	Opinion of Clyde Snow & Sessions, PC

Part III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonably grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 14, 2021.

	ReachOut Technology Corp.,
	a Delaware corporation
Dated: October 14, 2021		/s/ Richard D. Jordan
	By:	Richard D. Jordan
	Its:	Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.
Dated: October 14, 2021	/s/ Richard D. Jordan
	Richard D. Jordan, Director
Dated: October 14, 2021	/s/ Kingsley Charles
	Kingsley Charles, Director
Dated: October 14, 2021	/s/ Darren Jacklin
	Darren Jacklin, Director
Dated: October 14, 2021	/s/ Tatiana Mersiadis
	Tatiana Mersiadis, Director

Part III-2

EX1A-3 HLDRS RTS.1

EXHIBIT 3.1

STATE OF DELAWARE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

REACHOUT TECHNOLOGY CORP.

(a Delaware corporation)

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That a Certificate of Incorporation was filed for ReachOut Technology Corp. (the “Corporation”) on February 13, 2020;

SECOND: That the Board of Directors of the Corporation, pursuant to Section 141(f) of the Delaware General Corporation Law, by Unanimous Written Consent in Lieu of Meeting dated October 9, 2020, approved the following Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the Certificate of Incorporation:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended and restated as follows:

1. The name of the corporation is ReachOut Technology Corp.

2. The address, including street, number, city and county of the registered office of the corporation in the State of Delaware is 12 Timber Creek Lane, Newark, County of New Castle, Delaware 19711.

3. The name of the registered agent of the corporation in the State of Delaware at such address is Universal Registered Agents, Inc.

4. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

5. The total number and shares of stock which the Corporation shall have authority to issue is 32,000,000 shares, consisting of 30,000,000 shares of Common Stock having a par value of $0.0001 per share and 2,000,000 shares of Preferred Stock having a par value of $0.0001.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

Page 1 of 4

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate of the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on share of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amounts of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

6. The corporation shall have a perpetual existence.

Page 2 of 4

7. Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, the Corporation hereby eliminates the personal liability of a director to the Corporation and its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article 7 does not eliminate or limit the liability of a director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This Article 7 shall not eliminate the liability of a director for any act or omission occurring prior to the date upon which this Article 7 becomes effective. No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any act or omission of such director prior to such amendment or repeal. If the Delaware General Corporation Law is amended after the date on which this Certificate of Incorporation is filed with the Secretary of State of Delaware to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any indemnities provided and granted in this Article 7 shall not be exclusive of any other rights or protections afforded an individual under any contract or vote of shareholders or disinterested directors or otherwise. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented from time to time, indemnify and advance expenses to (i) its directors and officers and (ii) any person who at the request of the Corporation is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section as amended or supplemented (or any successor), provided, however, that except with respect to proceedings to enforce rights to indemnification, the Bylaws of the Corporation may provide that the Corporation shall indemnify any director, officer or such person in connection with a proceeding (or part thereof) initiated by such director, officer or such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The Corporation, by action of its Board of Directors, may provide indemnification or advance expenses to employees and agents of the Corporation or other persons only on such terms and conditions and to the extent determined by the Board of Directors in its sole and absolute discretion. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8. From time to time, any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed and other provisions, authorized by the laws of the State of Delaware at the time enforced, may be added or inserted in a manner and at the time prescribed by said laws.

9. The Board of Directors of the corporation is expressly authorized to make, alter or repeal bylaws of the corporation.

10. Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. Meetings of the Board of Directors may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation may be kept, subject to any provisions contained in any laws of the State of Delaware, outside the State of Delaware, at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the corporation.

Page 3 of 4

THIRD: That the foregoing Amended and Restated Certificate of Incorporation has been consented to and authorized by the holders of a majority of the issued and outstanding voting stock entitled to vote by written consent in lieu of meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the foregoing Amended and Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware.

FIFTH: This Amended and Restated Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed on October 9, 2020.

/s/ Richard Jordan
By:	Richard Jordan
Its:	President

Page 4 of 4

EX1A-3 HLDRS RTS.2

EXHIBIT 3.2

CERTIFICATE OF DESIGNATION

OF THE RIGHTS, PREFERENCES, PRIVILEGES

AND RESTRICTIONS, WHICH HAVE NOT BEEN SET

FORTH IN THE CERTIFICATE OF INCORPORATION

OR IN ANY AMENDMENT THERETO,

OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

OF

REACHOUT TECHNOLOGY CORP.

The undersigned, Richard Jordan, hereby certifies that:

A. He is the President and Secretary of ReachOut Technology Corp., a Delaware corporation (the “Corporation”).

B. The Articles of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the “Preferred Class”), comprising two million (2,000,000) shares, and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class;

C. The Board of Directors believes it in the best interests of the Corporation to create a new series of preferred stock consisting of one million (1,000,000) shares and designated as the “Series A Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series A Convertible Preferred Stock; and

D. None of the Series A Convertible Preferred Stock are issued or outstanding.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating do the Series A Convertible Preferred Stock as follows:

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Available Funds and Assets” means the funds and assets of the Corporation that may be legally distributed to the Corporation’s shareholders.

1.2 “Board” means the Board of Directors of the Corporation.

1.3 “Common Stock” means the common stock, $0.001 par value per share, of the Corporation.

Page 1 of 8

1.4 “Common Stock Dividend” means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock.

1.6 “Corporation” means ReachOut Technology Corp., a Delaware corporation.

1.7 “DGCL” means the Delaware General Corporation Law.

1.8 “Distribution” means the transfer of cash or property by the Corporation to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Corporation’s stock).

1.9 “Holder” means a holder of the Series A Convertible Preferred Stock.

1.10 “Original Issue Date” means the date the Holder first takes ownership of the Share.

1.11 “Original Issue Price” means $1.00 per share for the Series A Convertible Preferred Stock.

1.12 “Person” means an individual, a corporation, a partnership, an association, a limited liability company, an unincorporated business organization, a trust or other entity or organization, and any government or political subdivision or any agency or instrumentality thereof.

1.13 “Series A Convertible Preferred Stock” means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

1.14 “Share” means a share of Series A Convertible Preferred Stock.

1.15 “Subsidiary” means any corporation or limited liability company or corporation of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Corporation or by one or more of such subsidiary corporations.

2. Dividend Rights.

2.1 Noncumulative Dividends. In each calendar year, the holders of the then outstanding Series A Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Corporation legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend). No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred Stock simultaneously.

Page 2 of 8

2.2 Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series A Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series A Convertible Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof.

2.3 Non‑Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2 shall be payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

3. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Available Funds and Assets shall be distributed to shareholders in the following manner:

3.1 Series A Convertible Preferred Stock. The Holders of each Share then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Series A Redemption Price, as defined below. If upon any liquidation, dissolution or winding up of the Corporation, the Available Funds and Assets shall be insufficient to permit the payment to Holders of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the Holders of the then outstanding Series A Convertible Preferred Stock pro rata, according to the number of outstanding Shares held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the Holders of their full preferential amounts described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the Holders of the then outstanding Common Stock and Series A Convertible Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Series A Convertible Preferred Stock (as converted to Common Stock) held by such Holders.

3.3 Merger or Sale of Assets. A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series A Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the DGCL and (iii) the rights contained in other sections hereof.

Page 3 of 8

3.4 Non‑Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined by the Board.

4. Conversion Rights.

4.1 Conversion of Preferred Stock. Each Share shall be convertible, at the option of the holder thereof, at any time after the issuance of such shares, into one (1) fully paid and nonassessable share of Common Stock of the Corporation.

4.2 Procedures for Exercise of Conversion Rights. The Holders may exercise their conversion rights as to Shares by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series A Convertible Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, by email attachment or facsimile, a written notice stating that the holder elects to convert such Shares (“Notice of Conversion”), followed by, if required hereunder, the certificate or certificates for the shares to be converted hereunder within five (5) business days thereafter. Conversion shall be deemed to have been effected on the date when such delivery of the Notice of Conversion is made (the “Conversion Date”). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. As promptly as practicable after the Conversion Date, but not later than two (2) business days after the Conversion Date (“Share Delivery Date”), the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.3 below. The holder shall be deemed to have become a shareholder of record on the Conversion Date. To effect conversions of Shares, a holder shall not be required to surrender the certificate(s) representing the Shares to the Corporation unless all of the Shares represented thereby are so converted, in which case such holder shall deliver the certificate representing such Shares promptly following the Conversion Date at issue.

4.3 If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Series A Convertible Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

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4.4 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Shares. If more than one Share shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Shares so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any Shares, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the Corporation’s Board of Directors.

4.5 Payment of Taxes for Conversions. The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series A Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Shares so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.6 Reservation of Common Stock. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

4.7 Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of Shares require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

4.8 Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the Shares will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

4.9 Status of Converted Preferred Stock. In case any Shares shall be converted pursuant to this Section 4, the shares so converted shall be canceled and the number of Shares so canceled will again be issuable by the Corporation.

Page 5 of 8

5. Reorganization.

5.1 General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the Corporation (other than a change in par value or as a result of a stock dividend or subdivision, split‑up or combination of shares), or the consolidation or merger of the Corporation with or into another person (other than a consolidation or merger in which the Corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the Corporation as an entirety to any other person, the Shares shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its Shares into Common Stock. The provisions of this Section 5.1 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

5.2 No Impairment. The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holders against impairment. This provision shall not restrict the Corporation from amending its Articles of Incorporation in accordance with the DGCL and the terms hereof.

6. Voting Provisions.

6.1 Generally. Each Share shall be entitled to ten (10) votes on all matters to come before the Common Stock shareholders or shareholders generally.

6.2 Voting of Series A Convertible Preferred Stockholders. Each Share shall be entitled to one (1) vote on matters that only the Holders are entitled to vote upon, including those matters set forth in Section 7.

7. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the Holders of the outstanding Series A Convertible Preferred Stock: (i) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (ii) increase or decrease the number of authorized Shares, or (iii) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock.

Page 6 of 8

8. Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at its principal place of business, attention: Secretary, at such facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (Central Time) on any date, (ii) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a business day, (iii) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

9. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Certificate of Designation (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of New Castle, Delaware (the “Delaware Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Page 7 of 8

We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge. The Corporation has caused this Certificate of Designation of Series A Convertible Preferred Stock to be duly executed by its President and Secretary on October 9, 2020.

/s/ Richard Jordan
By:	Richard Jordan
Its:	President and Secretary

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NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “Common Stock”), of ReachOut Technology Corp., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: _____________________________________________
Number of shares of Preferred Stock owned prior to Conversion: _______________
Number of shares of Preferred Stock to be Converted: ________________________
Number of shares of Common Stock to be Issued: ___________________________
Number of shares of Preferred Stock subsequent to Conversion: ________________
	Address for Delivery: ______________________ or DWAC Instructions: Broker no: _________ Account no: ___________
		[HOLDER] By:___________________________________ Name: Title:

EX1A-3 HLDRS RTS.3

EXHIBIT 3.3

BYLAWS

OF

REACHOUT TECHNOLOGY CORP.

a Delaware Corporation

BYLAWS

OF

REACHOUT TECHNOLOGY CORP.

a Delaware Corporation

ARTICLE I
DIRECTORS; MANAGEMENT		1
Section 1.	Powers, Standard of Care	1
A.	Powers	1
B.	Standard of Care; Liability	1
Section 2.	Number and Qualification of the Board	2
Section 3.	Election and Term of Office of Directors	2
Section 4.	Vacancies	2
Section 5.	Removal of Directors	2
Section 6.	Place of Meetings	3
Section 7.	Annual Meetings	3
Section 8.	Other Regular Meetings	3
Section 9.	Special Meetings/Notices	3
Section 10.	Waiver of Notice	4
Section 11.	Adjournment	4
Section 12.	Notice of Adjournment	4
Section 13.	Sole Director Provided by Articles of Incorporation	5
Section 14.	Directors Acting by Unanimous Written Consent	5
Section 15.	Fees and Compensation of Directors	5
Section 16.	Committees	5
Section 17.	Meetings and Action of Committees	5
Section 18.	Advisory Directors	6
ARTICLE II
OFFICERS		6
Section 1.	Officers	6
Section 2.	Election of Officers	6
Section 3.	Subordinate Officers, Etc.	6
Section 4.	Removal and Resignation of Officers	6
Section 5.	Vacancies in Office	6
Section 6.	Chairman of the Board	7
Section 7.	President	7
Section 8.	Vice Presidents	7
Section 9.	Secretary	7
Section 10.	Chief Financial Officer	8

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ARTICLE III
MEETING OF SHAREHOLDERS		8
Section 1.	Place of Meetings	8
Section 2.	Annual Meeting	8
Section 3.	Special Meetings	9
Section 4.	Notice of Meetings; Reports	9
Section 5.	Quorum	10
Section 6.	Adjourned Meeting and Notice Thereof	10
Section 7.	Waiver of Notice or Consent by Absent Shareholders	10
Section 8.	Shareholders Acting Without a Meeting; Filling Vacancies	11
Section 9.	Other Actions Without a Meeting	11
Section 10.	Voting Rights; Cumulative Voting	11
Section 11.	Proxies	12
Section 12.	Chairman and Secretary of Meeting	12
Section 13.	Inspectors of Election	13
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES		13
Section 1.	Certificates for Shares	13
Section 2.	Transfer on the Books	14
Section 3.	Lost or Destroyed Certificates	14
Section 4.	Transfer Agents and Registrars	14
Section 5.	Record Date; Closing Stock Transfer Books	14
Section 6.	Legend Condition	15
Section 7.	Close Corporation Certificates	15
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS		15
ARTICLE VI
CORPORATE RECORDS AND REPORTS; INSPECTION		15
Section 1.	Records	15
Section 2.	Maintenance and Inspection of Share Register	16
Section 3.	Maintenance and Inspection of Bylaws	16
Section 4.	Annual Report to Shareholders	17
Section 5.	Financial Statements	17
Section 6.	Annual Statement of General Information	17

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ARTICLE VII
GENERAL CORPORATE MATTERS		18
Section 1.	Checks, Drafts, and Evidences of Indebtedness	18
Section 2.	Corporate Contracts and Instruments, How Executed	18
Section 3.	Representation of Shares of Other Corporation	18
Section 4.	Construction and Definitions	18
ARTICLE VIII
AMENDMENTS TO BYLAWS		19
Section 1.	Amendment by Shareholders	19
Section 2.	Amendment by Directors	19
ARTICLE IX
MISCELLANEOUS		19
Section 1.	References to Code Sections	19
Section 2.	Effect of Shareholders Agreement	19
Section 3.	Subsidiary Corporation	19
Section 4.	Offices	19

iii

BYLAWS

OF

next CBD, INC.

A Delaware Corporation

ARTICLE I

DIRECTORS; MANAGEMENT

Section 1. Powers, Standard of Care.

A. Powers:

Subject to the provisions of the General Corporation Law of Delaware (hereinafter the “Act”), and subject to any limitation in the Articles of Incorporation and the Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of this corporation shall be managed by and all corporate powers shall be exercised by or under the direction of the Board of Directors.

B. Standard of Care; Liability.

i. Each Director shall exercise such powers and otherwise perform such duties in good faith, in the manner such Director believes to be in the best interests of the corporation and its shareholders, and with such care including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

ii. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(a) One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented,

(b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person’s professional or expert competence, or

(c) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

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Section 2. Number and Qualification of the Board.

The authorized number of Directors of the corporation shall be no less than one nor more than seven. This number may be changed by amendment to the Articles of Incorporation or by amendment to this Section 2, of Article I of these Bylaws, adopted by the vote or written consent of the shareholders entitled to exercise majority voting power, as provided in the Act.

Section 3. Election and Term of Office of Directors.

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

Section 4. Vacancies.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders, or by court order, may be filled only by the vote of the majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.-

A vacancy in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Shareholders fail, at any meeting of the Shareholders at which any Directors are elected, to elect the full number of authorized Directors.

The Shareholders may elect a Director or Directors to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require a consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 5. Removal of Directors.

The entire Board of Directors or any individual Director named may be removed from office as provided by Section 141 of the Delaware Corporations Code. In such a case, the remaining Board Members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed. No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of Directors authorized at the time of the Directors most recent election were then being elected; and when by the provisions of Articles the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

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Section 6. Place of Meetings.

Regular meetings of the Board of Directors shall be held at any place within or without the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or without the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings.

Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by Section 142 of the Delaware Corporations Code by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for special meetings of the Board of Directors.

If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two Directors.

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Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of holding the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegram company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly be communicated to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the Corporation.

Section 10. Waiver of Notice.

The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waiver of notices or consents need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. A majority of the then elected number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article I. In no event, however, shall a quorum be reached with less than one-third (1/3) of the authorized number of Directors, nor less than two, whichever is greater, unless the authorized number of Directors is one (1), in which case one Director constitutes a quorum. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of Delaware Corporations Code Sections 141, 144, and other relevant sections of the Act. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 11. Adjournment.

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

Section 12. Notice of Adjournment.

Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

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Section 13. Sole Director Provided by Articles of Incorporation.

In the event only one Director is required by the Bylaws or Articles of Incorporation, then any references herein to notices, waivers, consents, meetings, or other actions by the majority or quorum of Directors shall be deemed or referred as such notice, waiver, etc., by such sole Director, who shall have all the rights and duties and shall be entitled to exercise all the powers and shall assume all the responsibilities otherwise herein described given to a Board of Directors.

Section 14. Directors Acting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting with the same force and effect as if taken by unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 15. Fees and Compensation of Directors.

Directors and members of a Director’s Committee may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, employee, or otherwise, and receiving compensation for such services.

Section 16. Committees.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to them by resolution of the Board of Directors. The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers of the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors except those powers expressly made nondelegable by Delaware Corporations Code Section 141.

Section 17. Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article I, Section 6, 8, 9, 10, 11, 12 and 14, with such changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be called by resolutions of the Board of Directors and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

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Section 18. Advisory Directors.

The Board of Directors from time to time may elect one (1) or more persons to be advisory Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, title shall be held at the pleasure of the Board.

ARTICLE II

OFFICERS

Section 1. Officers.

The principal officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer who may also be called Treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provision of the Section 3 of this Article. One person may hold two or more offices.

Section 2. Election of Officers.

The principal officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers, Etc.

The Board of Directors may empower the President to appoint and remove such officers (other than the principal officers) as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board, or, excepting the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Section 5. Vacancies in Office.

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

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Section 6. Chairman of the Board.

The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

Section 7. President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He or she shall preside at all the meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of the President of a corporation, shall be ex officio a member of all standing committees, including the executive committee, if any, and shall have such other powers and duties as may be described by the Board of Directors or the Bylaws.

Section 8. Vice Presidents.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, shall perform all the duties of the President, and so acting shall have all the powers of, and be subject to the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws, the President, or the Chairman of the Board.

Section 9. Secretary.

The Secretary shall keep or cause to be kept at the principal executive office or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors, Committees of Directors, and Shareholders, with the time and place of holding, whether regular or special, how authorized, the notice thereof given, the names of those present of Directors and Committee meetings, the number of shares present or represented at Shareholders meetings, and the proceedings thereof.

The Secretary shall keep or cause to be kept at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number of classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

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Section 10. Chief Financial Officer.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Director.

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE III

MEETING OF SHAREHOLDERS

Section 1. Place of Meetings.

Meetings of Shareholders shall be held at any place within or without the State of Delaware designated by the Board of Directors. In the absence of any such designation, Shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2. Annual Meeting.

The annual meeting or the Shareholders shall be held on the following date and at the following time:

Date of Meeting:	Third Wednesday in October
Time of Meeting:	10:00 a.m.

If this day be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same time. At the annual meeting, the Shareholders shall elect a Board of Directors, report the affairs of the corporation, and transact such other business as may properly be brought before the meeting. If the above date is inconvenient, the annual meeting of Shareholders shall be held each year on a date and at a time designated by the Board of Directors within sixty (60) days of the above date upon proper notice to all shareholders.

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Section 3. Special Meetings.

A special meeting of the Shareholders, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, or by the Chairman of the Board of Directors, or by the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman or the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within (20) days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws or as provided in the Act. Nothing contained in this paragraph of this Section shall be construed as limiting, fixing or affecting the time when the meeting of Shareholders called by action of the Board of Directors may be held.

Section 4. Notice of Meetings; Reports.

Notice of meetings, annual or special, shall be given in writing not less than the (10) nor more than sixty (60) days before the date of the meeting, to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail, or other means of communication as provided in Delaware Corporations Code Section 222, and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purposes of notice, and in absence thereof by posting notice at a place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice of any meeting of Shareholders shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of the mailing of notice, intends to present for action by the Shareholders. At any meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented by the management for election.

If action is proposed to be taken at any meeting for approval of (i) contracts or transaction in which a Director has a direct or indirect financial interest, pursuant to Delaware Corporation Code Section 144, (ii) an amendment to the Articles of Incorporation, pursuant to Sections 241 or 242 of such Code, (iii) a reorganization of the corporation, pursuant to the Act, ( iv) dissolution of the corporation, pursuant to the Act, or (v) a distribution to preferred Shareholders, pursuant to the Act, the notice shall also state the general nature of such proposal.

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Section 5. Quorum.

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

Section 6. Adjourned Meeting and Notice Thereof.

Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.

When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjournment meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 7. Waiver of Notice or Consent by Absent Shareholders.

The transactions at any meeting of Shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or any approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the last paragraph of Section 4 of this Article, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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

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Section 8. Shareholders Acting Without a Meeting; Filling Vacancies on Board.

Any action which may be taken at a meeting of the Shareholders may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose and filed with the Secretary of the corporation; provided further, that while ordinarily Directors can only be elected by unanimous written consent under Delaware Corporations Code Section 228, as to vacancy created by death, resignation or other causes, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 9. Other Actions Without a Meeting.

Unless otherwise provided in the General Corporation Law, any action which may also be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(a) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval; and

(b) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholders’ proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that

written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary.

Section 10. Voting Rights; Cumulative Voting.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day fixed by the Board of Directors for the determination of the Shareholders of record, shall be entitled to vote at any Shareholders’ meeting.

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Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholders have given notice at the meeting prior to voting of the Shareholders intent to accumulate the Shareholders votes, every Shareholder entitled to vote at any election for Director of any corporation for profit may cumulate his or her votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidate receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment, rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividends, distribution, or allotment of rights or to exercise such rights, as the case may be, notwithstanding a transfer of any share on the books of the company after any record date fixed as aforesaid.

Section 11. Proxies.

Every Shareholder entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by proxy validly executed by the Shareholder. A proxy may be executed by written authorization signed, or by electronic transmission authorized, by the Shareholder or the Shareholder’s attorney in fact, giving the proxyholder(s) the power to vote the Shareholder’s shares. A proxy shall be deemed signed if the Shareholder’s name or other authorization is placed on the proxy ( whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the Shareholder or the Shareholder’s attorney in fact. A proxy may also be transmitted orally by telephone if submitted with information from which it may be determined that the proxy was authorized by the Shareholder or the Shareholder’s attorney in fact.

A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of such proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Delaware Corporations Code Section 212.

Section 12. Chairman and Secretary of Meeting.

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all the Vice Presidents, Shareholders shall appoint a Chairman at such meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding officer shall appoint any person to act as such Secretary of the meeting.

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Section 13. Inspectors of Election.

Before any meeting of Shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the Chairman of the meeting may, and on the request of any Shareholder or his or her proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more Shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors before the meeting, or by the Chairman at the meeting.

The duties of these inspectors shall be as follows:

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

(b) Receive votes, ballots, or consents;

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

(d) Count and tabulate all votes or consents;

(e) Determine the election result; and

(f) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. Certificates for Shares.

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number and date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; and if the shares be assessable, or if assessments are collectible by personal action, a plain statement of such facts.

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Every certificate for shares must be signed by the President or a Vice President and a Secretary or an Assistant Secretary, and must be authenticated by the signature of the President and Secretary or an Assistant Secretary. No certificate or certificates for shares are to be issued until such shares are fully paid, unless the Board authorizes the issuance of certificates or shares as partly paid, provided that such certificates shall state the amount of consideration to be paid therefore and amount paid thereon.

Section 2. Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction on its books.

Section 3. Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in the form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same manner and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and Directors may designate.

Section 5. Record Date; Closing Stock Transfer Books.

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment or any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any lawful action, the Board may fix in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. If no record date is fixed;

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

(b) The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

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(c) The record date for determining Shareholders for any other purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

The Board of Directors may close the books of the company against transfers of shares during the whole or any part of such period.

Section 6. Legend Condition.

In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and on the stub relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing said deletion.

Section 7. Close Corporation Certificates.

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain a legend in accordance with Delaware Corporations Code Section 202.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

The corporation may at its option, to the maximum extent permitted by the Delaware General Corporation Law and by the articles, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. For the purposes of this Section, an “agent” of the corporation includes a person who is or was a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of any other enterprise at the request of such predecessor corporation.

ARTICLE VI

CORPORATE RECORDS AND REPORTS; INSPECTION

Section 1. Records.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. If the corporation has fewer than one hundred (100) Shareholders, the financial statements need not be prepared according to generally accepted accounting principles so long as the financial statement reasonably sets forth the assets and liabilities, income and expenses of the corporation, and discloses the accounting bases used. All of such books, records and accounts shall be kept at the corporation’s principal executive office in the State of Delaware, as fixed by the Board of Directors, from time to time, or shall be kept at such place or such places as designated by the Board of Directors. The minutes shall be kept in written form and accounting books and records shall be kept in either written form or in any other form capable of being converted into written form. Such minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a Shareholder or as the holder of a voting trust certificate. Such inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary corporation.

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Section 2. Maintenance and Inspection of Share Register.

The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its Shareholders and the number and class of shares held by each Shareholder. A Shareholder or Shareholders of the corporation holding at least five percent ( 5%) in the aggregate of outstanding voting shares of the corporation may (i) inspect, and copy the records of Shareholders names and addresses and share holdings during usual business hour upon five (5) days prior written demand upon the corporation, and/or (ii) obtain from the transfer agent of such transfer agent’s usual charges for such a list, a list of the Shareholders names and addresses who are entitled to vote for the election of Directors, and their share holdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be made available by the transfer agent on or before the later of five (5 ) days after the demand is received or the date specified therein as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder’s interest as a Share holder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of such Shareholder or holder of a voting trust certificate making such demand.

Section 3. Maintenance and Inspection of Bylaws.

The corporation shall keep at its principal executive office, or if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the state and the corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date.

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Section 4. Annual Report to Shareholders.

Provided this corporation has one hundred (100) Shareholders or less, the Annual Report to Shareholders referred to in the General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to Shareholders of the corporation as they deem appropriate. Should this corporation have one hundred (100) or more Shareholders, an Annual Report must be furnished not later than one hundred twenty (120) days after the end of each fiscal period.

Section 5. Financial Statements.

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file at the principal executive office of the corporation for twelve (12) months from the date of its execution, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made to any such Shareholder.

If a Shareholder or Shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation make a written request to the corporation for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the then current fiscal year ended more than thirty (30) days prior to the date of the request, and a balance sheet of the corporation at the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within thirty (30) days after the receipt of such request. If the corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within in (30) days after such request.

The corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of such period. This quarterly income statement and balance sheets referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged in the corporation or the certificate of authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 6. Annual Statement of General Information.

The corporation shall, in a timely manner, in each year, file with the Secretary of State of Delaware, on the prescribed form, a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses or the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of the service of process.

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ARTICLE VII

GENERAL CORPORATE MATTERS

Section 1. Checks, Drafts, and Evidences of Indebtedness.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2. Corporate Contracts and Instruments, How Executed.

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

Section 3. Representation of Shares of Other Corporation.

The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by proxy duly elected by said officer.

Section 4. Construction and Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and the definitions of the Delaware General Corporation Laws shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

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ARTICLE VIII

AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote: provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

Section 2. Amendment by Directors.

Subject to the rights of the Shareholders as provided in Section 1 of this Article, to adopt, amend, or repeal Bylaws, and the limitation of Delaware Corporations Code Section 109, Bylaws may be adopted, amended, or repealed by the Board of Directors.

ARTICLE IX

MISCELLANEOUS

Section 1. References to Code Sections.

Section designations of three (3) digits or more referenced herein refer to the General Corporation Law of the State of Delaware.

Section 2. Effect of Shareholders Agreement.

Any Shareholders agreement authorized by the Act, shall only be effective to modify the terms of these Bylaws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by the Act and shall terminate when this corporation ceases to be a close corporation.

Section 3. Subsidiary Corporation.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter.

Section 4. Offices.

The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Delaware. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall likewise fix and designate a principal business office in the State of Delaware.

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

[end]

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CERTIFICATE OF SECRETARY

I, Richard Jordan, hereby certify that:

I am the Secretary of ReachOut Technology Corp., a Delaware corporation;

and

The foregoing Bylaws, consisting of 20 pages, are a true and correct copy of the Bylaws of the corporation as duly adopted by approval of the Board of Directors of the corporation at a regular meeting duly held on February 14, 2020 at the corporation’s principal executive office in Mokena, Illinois.

IN WITNESS WHEREOF, I have hereunto set my hand on February 14, 2020.

/s/ Richard Jordan

By: Richard Jordan

Its: Secretary

EX1A-4 SUBS AGMT.1

EXHIBIT 4.1

REACHOUT TECHNOLOGY CORP.

Form of

Subscription Agreement to subscribe for Common Stock

SUBSCRIPTION AGREEMENT

ReachOut Technology Corp.

8910 W. 192nd Street, Suite N

Mokena, IL 60448

Ladies and Gentlemen:

1. Subscription. The person named on the signature page of this subscription agreement (the “Purchaser”) (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably agrees to purchase from ReachOut Technology Corp., a Delaware corporation (the “Company”), the number of shares of Common Stock (the “Shares”) set forth on the signature page of this Subscription Agreement at a purchase price of $1.00 per Share and on the terms and conditions of the Company’s Form 1-A and offering circular dated [] (the “Offering Circular”), a copy of which the Purchaser has received.

This subscription is submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Company of up to 6,000,000 Shares for maximum aggregate gross proceeds of $6,000,000 (the “Offering”).

Upon the basis of the representations and warranties, and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the date the Offering is closed (the “Closing”) for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”).

2. Payment. Concurrent with the execution hereof, the Purchaser will pay the Subscription Price by check, wire, or ACH transfer. Purchaser acknowledges that (i) the Offering is conducted on a best-efforts basis; (ii) there is no minimum amount that the Company must raise; and (iii) the Subscription Price will not be refunded after Closing.

3. Termination of Offering or Rejection of Subscription. The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other subscription for Shares, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. If the Company rejects a subscription, either in whole or in part (which decision is in its sole discretion), the Company shall cause its payment services provider to return promptly the rejected Subscription Price or the rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon. If this subscription is rejected in whole this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted.

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4. Acceptance of Subscription. At the Closing, if the Company accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Company this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Subscription Price in accordance with this Agreement.

5. Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company as follows:

a. The Purchaser is aware that an investment in the Shares involves a significant degree of risk, and has received the Company’s Offering Circular and, in particular, the “Risk Factors” section therein. The Purchaser understands that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”.

b. The offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor qualification (“Investor Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Shares for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part.

c. The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the Company and its respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser.

d. The Purchaser acknowledges that the Purchaser’s responses to the Investor Qualification and Attestation, are complete and accurate as of the date hereof.

e. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the offering of the Shares.

f. In evaluating the suitability of an investment in the Shares, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular and this Subscription Agreement.

g. Except as previously disclosed in writing to the Company, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Company with respect thereto pursuant to paragraph 6 of this Subscription Agreement.

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h. The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto.

i. The Purchaser is not relying on the Company or any of its respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Shares.

j. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Shares by the Purchaser.

k. The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Shares for an indefinite period of time.

l. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 (or 18 in states with such applicable age limit) and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.

m. Any power of attorney of the Purchaser granted in favor of the Company contained in the Offering Circular has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

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n. If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the “Investor Qualification and Attestation” section of this Subscription Agreement. The Purchaser first learned of the offer and sale of the Shares in the state listed in the “Investor Qualification and Attestation” section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser’s Shares.

o. The Purchaser is either (i) a natural person resident in the United States, (ii) a partnership, corporation or limited liability company organized under the laws of the United States, (iii) an estate of which any executor or administrator is a U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) an agency or branch of a foreign entity located in the United States, (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (vii) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. The Purchaser is not (A) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (B) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (C) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (E) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

p. Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is true, complete and accurate and may be relied upon by the Company in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Shares.

q. The Purchaser is not, nor is it acting on behalf of, a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974 (such regulation, the “Plan Asset Regulation”, and a benefit plan investor described in the Plan Asset Regulation, a “Benefit Plan Investor”). For the avoidance of doubt, the term Benefit Plan Investor includes all employee benefit plans subject to Part 4, Subtitle B, Title I of ERISA, any plan to which Section 4975 of the Code applies and any entity, including any insurance company general account, whose underlying assets constitute “plan assets”, as defined under the Plan Asset Regulation, by reason of a Benefit Plan Investor’s investment in such entity.

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r. The Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its advisors, if any, consider material to its decision to make this investment.

s. Within five (5) days after receipt of a written request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

t. THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

u. The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals, including specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs, or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Furthermore, to the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

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v. To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure. A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

w. If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

x. Each of the representations and warranties of the parties hereto set forth in this Section 5 and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing.

6. Indemnification. The Purchaser agrees to indemnify and hold harmless the Company and its respective officers, directors, employees, agents, members, partners, control persons and affiliates (each of which shall be deemed third party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

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7. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.

8. Modification. This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.

9. Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the Shares shall be made only in accordance with all applicable laws and the Offering Circular. Any assignment contrary to the terms hereof shall be null and void and of no force or effect.

10. Applicable Law and Jurisdiction. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of law provisions or those of any other jurisdiction. Any controversy or claim arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in effect on the date of this Agreement, including, but not limited to, Rule 38 entitled “Emergency Measures of Protection.” The place of arbitration shall be New York, New York, before a single arbitrator selected by assignment only of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any state (not federal) court having jurisdiction thereof. The arbitrator shall award to the prevailing party as determined by the arbitrator all of its reasonable costs and expenses including the arbitrator’s fees, administrative fees, and attorneys’ fees.

11. Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

12. Miscellaneous.

a. This Subscription Agreement, together with the Offering Circular, constitutes the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.

b. The covenants, agreements, representations and warranties of the Company and the Purchaser made, and the indemnification rights provided for, in this Subscription Agreement shall survive the execution and delivery hereof and delivery of the Shares, regardless of any investigation made by or on behalf of any party, and shall survive delivery of any payment for the Subscription Price.

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c. Except to the extent otherwise described in the Offering Circular, each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants or others engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

d. This Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures sent by facsimile transmission or by email transmission of a PDF scanned document or other electronic signature), but all of which shall together constitute one and the same instrument.

e. Each provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Subscription Agreement.

f. Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth in the text.

g. Words and expressions which are used but not defined in this Subscription Agreement shall have the meanings given to them in the Offering Circular.

[Signature Page Follows]

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SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

REACHOUT TECHNOLOGY CORP.

COMMON SHARES

The Purchaser hereby elects to subscribe under the Subscription Agreement for the number and price of the Shares stated on the front page of this Subscription Agreement and executes the Subscription Agreement. The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company. The undersigned understands that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted. I understand that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted.

Purchasers:
Name: _____________________	No. of Shares: ____________________
Address: ___________________	Purchase Price:
Email:

If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

Print Name(s)

Signature(s) of Purchaser(s)

Date

If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

Name of Entity
By	Name: Title:
Date

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Accepted:

By: ReachOut Technology Corp.

Name of Authorized Officer

Signature of Authorized Officer

Date

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EX1A-10 PWR ATTY.1

EXHIBIT 10.1

 

 

 

 

EX1A-11 CONSENT.1

EXHIBIT 11.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation of our audit report on financial statements of Reachout Technology Corp. for the period from February 13, 2020 to December 31, 2020, dated September 23, 2021, included in Reachout Technology Corp.'s Registration Statement on Form 1-A Regulation A Offering Statement Under the Securities Act of 1933 dated October 12, 2021, and all references to our firm included therein.

/s/ Morison Cogen LLP

Blue Bell, Pennsylvania

October 12, 2021

EX1A-12 OPN CNSL.1

EXHIBIT 12.1

October 12, 2021

ReachOut Technology Corp.

8910 W. 192nd Street, Suite N

Mokena, IL 60448

Re: ReachOut Technology Corp. Registration Statement on Form 1-A for an offering by the Company of up to 6,000,000 shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to ReachOut Technology Corp., a Delaware corporation (the “Company”), in connection with the proposed offering by the Company of up to 6,000,000 shares of the Company’s Common Stock (the “Securities”) pursuant to the Company's Offering Statement on Form 1-A (the “Offering Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).

We have reviewed the Company's charter documents, the Offering Statement and the corporate proceedings taken by the Company in connection with the offer, issuance and sale of the Securities. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the original of such copies.

Based on such review, we are of the opinion that the Securities and the common stock into which the Securities may convert have been duly authorized and will be, when issued in the manner described in the Offering Statement, legally issued, fully paid and nonassessable. No opinion is being rendered hereby with respect to the truthfulness, accuracy or completeness of the Offering Statement or any portion thereof.

We consent to the filing of this opinion letter as an exhibit to the Offering Statement.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities.

Very truly yours,

CLYDE SNOW & SESSIONS

/s/ Brian A. Lebrecht

Brian A. Lebrecht