0001013762-23-001695.txt : 20231004 0001013762-23-001695.hdr.sgml : 20231004 20231004165329 ACCESSION NUMBER: 0001013762-23-001695 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20231004 DATE AS OF CHANGE: 20231004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Balincan USA, Inc CENTRAL INDEX KEY: 0001946585 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954217605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-12004 FILM NUMBER: 231308666 BUSINESS ADDRESS: STREET 1: 555 MIDDLE CREEK PARKWAY # 100, CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 BUSINESS PHONE: 3034892950 MAIL ADDRESS: STREET 1: 555 MIDDLE CREEK PARKWAY # 100, CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001946585 XXXXXXXX 024-12004 Balincan USA, Inc. DE 2002 0001946585 7372 95-4217605 22 23 555 Middle Creek Parkway Suite 100 Colorado Springs CO 80921 719-419-6709 Jeff Turner Other 42204.00 0.00 323884.00 2131833.00 2497921.00 1829425.00 159527.00 13441187.00 -10943266.00 2497921.00 462273.00 287576.00 0.00 -948550.00 -0.01 -0.01 n/a Common 200197317 616348108 OTC Markets Series A 9962000 000000000 n/a Series B 1000000 000000000 n/a true true Tier1 Unaudited Equity (common or preferred stock) Y N N Y N N 500000000 200197317 0.0010 500000.00 0.00 0.00 0.00 500000.00 JDT Legal, PLLC 15000.00 Various 10000.00 0 475000.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 Balincan USA, Inc. Common 49979176 0 $287,638.17 cash and/or debt extinguishment Section 4(a)(2); Section 3(a)(10) PART II AND III 2 ea186264-1apos_balincanusa.htm PRELIMINARY OFFERING CIRCULAR

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-A POS

Dated: October 4, 2023

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

Balincan USA, Inc.
(Exact name of issuer as specified in its charter)

Delaware
(State of other jurisdiction of incorporation or organization)

555 Middle Creek Parkway

Suite 100

Colorado Springs, CO 80921

719-419-6709
(Address, including zip code, and telephone number,
including area code of issuer’s principal executive office)

Jeff Turner
897 W Baxter Dr.

South Jordan, UT 84095

801-810-4465
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

7372		95-4217605
(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

This Offering Circular is following the Offering Circular format described in Part II (a)(1)(ii) of Form 1-A POS.

PART II – PRELIMINARY OFFERING CIRCULAR - FORM 1-A POS: TIER I

An Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering statement filed with the Securities and Exchange Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR

Dated: October 4, 2023

Subject to Completion

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

Balincan USA, Inc.

555 Middle Creek Parkway

Suite 100

Colorado Springs, CO 80921

500,000,000 Shares of Common Stock

at a price of $0.001 per Share

Minimum Investment: $1,000

Maximum Offering: $500,000

See The Offering - Page 2 and Securities Being Offered - Page 27 for further details. None of the securities offered are being sold by present security holders. This Offering will commence upon qualification of this Offering by the Securities and Exchange Commission and will terminate 365 days from the date of qualification by the Securities and Exchange Commission, unless extended or terminated earlier by the Company.

PLEASE REVIEW ALL RISK FACTORS ON PAGES 3 THROUGH 10 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Because these securities are being offered on a “best efforts” basis, the following disclosures are hereby made:

	Price to Public		Commissions (1)		Proceeds to Company (2)			Proceeds to Other Persons (3)
Per Share	$	0.001	$	0	$	0.001		None
Minimum Investment	$	1,000	$	0	$	1,000		None
Maximum Offering	$	500,000	$	0	$	500,000	(4)	None

(1)

The Company has not presently engaged an underwriter for the sale of securities under this Offering.

(2)

Does not reflect payment of expenses of this Offering, which are estimated to not exceed $25,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue-sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares. This amount represents the proceeds of the offering to the Company, which will be used as set out in “USE OF PROCEEDS TO ISSUER.”

(3)	There are no finder’s fees or other fees being paid to third parties from the proceeds. See ‘PLAN OF DISTRIBUTION.’

(4)	Assumes an offering price of $0.001 per share.

This Offering (the “Offering”) consists of Common Stock (the “Shares” or individually, each a “Share”) that is being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by Balincan USA, Inc., a Delaware Corporation (the “Company”). We are offering up to 1,000,000,000 Shares being offered at a price of $0.001 per Share. This Offering has a minimum purchase of $1,000 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The Shares are being offered only by the Company on a best-efforts basis to an unlimited number of accredited investors and to an unlimited number of non-accredited investors subject to the limitations of Regulation A. Under Rule 251(d)(2)(i)(C) of Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth). The maximum aggregate amount of the Shares that will be offered is 100,000,000 Shares of Common Stock with a Maximum Offering of $500,000. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close.

Our Common Stock is currently quoted on the OTC Pink tier of the OTC Market Group, Inc. under the symbol “BCNN”. On October 3, 2023, the last reported sale price of our common stock was $0.003.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Company’s CEO. Pending each closing, payments for the Shares will be paid directly to the Company. Funds will be immediately transferred to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “USE OF PROCEEDS TO ISSUER” in this Offering Circular.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

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 (WHICH IS NOT INCORPORATED BY REFERENCE INTO THIS OFFERING CIRCULAR).

This Offering is inherently risky. See “Risk Factors” beginning on page 3.

Sales of these securities will commence within two calendar days of the qualification date and this will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

The Company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S 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.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE COMPANY HAS FILED AN APPLICATION TO REGISTER THE SECURITIES BY QUALIFICATION IN THE STATES OF COLORADO, CONNECTICUT, AND GEORGIA. THE COMPANY, AT ITS DISCRETION, MAY SEEK QUALIFIFATION IN OTHER STATES AS WELL.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.

PATRIOT ACT RIDER

The Investor hereby represents and warrants that Investor is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Investor has complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering , including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and (2) Executive Order 13224 (Blocking Property and prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

NO DISQUALIFICATION EVENT (“BAD ACTOR” DECLARATION)

NONE OF THE COMPANY, ANY OF ITS PREDECESSORS, ANY AFFILIATED ISSUER, ANY DIRECTOR, EXECUTIVE OFFICER, OTHER OFFICER OF THE COMPANY PARTICIPATING IN THE OFFERING CONTEMPLATED HEREBY, ANY BENEFICIAL OWNER OF 20% OR MORE OF THE COMPANY’S OUTSTANDING VOTING EQUITY SECURITIES, CALCULATED ON THE BASIS OF VOTING POWER, NOR ANY PROMOTER (AS THAT TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933) CONNECTED WITH THE COMPANY IN ANY CAPACITY AT THE TIME OF SALE (EACH, AN “ISSUER COVERED PERSON”) IS SUBJECT TO ANY OF THE “BAD ACTOR” DISQUALIFICATIONS DESCRIBED IN RULE 506(D)(1)(I) TO (VIII) UNDER THE SECURITIES ACT OF 1933 (A “DISQUALIFICATION EVENT”), EXCEPT FOR A DISQUALIFICATION EVENT COVERED BY RULE 506(D)(2) OR (D)(3) UNDER THE SECURITIES ACT. THE COMPANY HAS EXERCISED REASONABLE CARE TO DETERMINE WHETHER ANY ISSUER COVERED PERSON IS SUBJECT TO A DISQUALIFICATION EVENT.

Continuous Offering

Under Rule 251(d)(3) to Regulation A, the following types of continuous or delayed Offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding securities; or (3) securities that are part of an Offering which commences within two calendar days after the qualification date. These may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification. They may be offered in an amount that, at the time the Offering statement is qualified, is reasonably expected to be offered and sold within one year from the initial qualification date. No securities will be offered or sold “at the market.” The Shares will be sold at a fixed price to be determined after qualification. We have provided a bona fide estimate of the price range of the Offering, pursuant to Rule 253(b)(2). The Offering Price will be filed by the Company via an offering circular supplement pursuant to Rule 253(c). The supplement will not, in the aggregate, represent any change from the maximum aggregate Offering Price calculable using the information in the qualified Offering statement. This information will be filed no later than two business days following the earlier of the date of determination of such pricing information or the date of first use of the Offering Circular after qualification.

Sale of these shares will commence within two calendar days of the qualification date, and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

Forward Looking Statement Disclosure

This Form 1-A POS, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A POS, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company’s current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as ‘anticipate,’ ‘estimate,’ ‘expect,’ ‘project,’ ‘plan,’ ‘intend,’ ‘believe,’ ‘may,’ ‘should,’ ‘can have,’ ‘likely’ and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A POS, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A POS, Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company’s control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company’s actual operating and financial performance may vary in material respects from the performance projected in these forward- looking statements. Any forward-looking statement made by the Company in this Form 1-A POS, Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A POS, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About This Form 1-A POS and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A POS and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A POS and Offering Circular. We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A POS and Offering Circular is accurate only as of the date of this Form 1-A POS and Offering Circular, regardless of the time of delivery of this Form 1-A POS and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.

TABLE OF CONTENTS

		Page

OFFERING SUMMARY, PERKS AND RISK FACTORS		1
Offering Circular Summary		1
The Offering		2
Investment Analysis		2
RISK FACTORS		3
DILUTION		11
PLAN OF DISTRIBUTION		12
USE OF PROCEEDS TO ISSUER		14
DESCRIPTION OF BUSINESS		17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES		23
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		23
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS		25
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS		25
DESCRIPTION OF SECURITIES		26
SECURITIES BEING OFFERED		27
DISQUALIFYING EVENTS DISCLOSURE		28
ERISA CONSIDERATIONS		28
SHARES ELIGIBLE FOR FUTURE SALE		30
INVESTOR ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING		30
WHERE YOU CAN FIND MORE INFORMATION		32
SIGNATURES		33
INDEX TO EXHIBITS		34
PART F/S FINANCIAL STATEMENTS		F-1

OFFERING CIRCULAR SUMMARY, PERKS AND RISK FACTORS

OFFERING CIRCULAR SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A POS filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A POS and Offering Circular.

Unless otherwise indicated, the terms “Balincan USA,” “BCNN,” “the Company,” we,” “our,” and “us” are used in this Offering Circular to refer to Balincan USA, Inc. and its subsidiaries.

Business Overview

Balincan USA, Inc., a Delaware corporation, operates 100% through its subsidiary, Tekumo LLC. Tekumo is a service delivery platform that solves the “last-mile” of installing, monitoring, and maintaining technology systems and smart connected devices.

For a further description of the Company and its plan of operations, see the section entitled “Description of Business” beginning on Page 17.

Issuer:	Balincan USA, Inc.

Type of Stock Offering:	Common Stock

Price Per Share:	$0.001

Minimum Investment:	$1,000 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

Maximum Offering:	$500,000. The Company will not accept investments that would be, in aggregate, greater than the Maximum Offering amount.

Maximum Shares Offered:	500,000,000 Shares of Common Stock

Investment Amount Restrictions:	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.

Method of Subscription:	After the qualification by the SEC of the Offering Statement of which this Offering Circular is a part, investors can subscribe to purchase the Shares by completing the Subscription Agreement and sending payment by check, wire transfer, ACH, credit card, or any other payment method accepted by the Company. Upon the approval of any subscription, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. Subscriptions are irrevocable and the purchase price is non-refundable.

Use of Proceeds:	See the description in the section entitled “USE OF PROCEEDS TO ISSUER” on page 14 herein.

Voting Rights:	The Shares have full voting rights.

Trading Symbols:	Our common stock is directly quoted on the OTC Pink tier of the OTC Market Group, Inc. under the symbol “BCNN”.

Transfer Agent and Registrar:	VStock Transfer LLC is our transfer agent and registrar in connection with the Offering.

Length of Offering:	Shares will be offered on a continuous basis until either (1) the maximum number of Shares are sold; (2) 365 days from the date of qualification by the Commission; (3) the Company in its sole discretion extends the offering beyond 365 days from the date of qualification by the Commission, or (4) the Company in its sole discretion withdraws this Offering.

The Offering

Common Stock Outstanding ⁽¹⁾		200,197,317 Shares
Common Stock in this Offering		500,000,000 Shares
Stock to be outstanding after the offering ⁽²⁾		700,197,317 Shares

(1)	As of the date of this Offering Circular.

(2)	The total number of Shares of Common Stock assumes that the maximum number of Shares are sold in this Offering. The Company may not be able to sell the Maximum Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from investors.

Investment Analysis

There is no assurance the Company will be profitable, or that management’s opinion of the Company’s future prospects will not be outweighed by the unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

RISK FACTORS

The purchase of the Company’s Common Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company’s current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

Risks Related to the Company and Its Business

We have a limited operating history.

Our operating history is limited. There can be no assurance that our proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that we will ever realize any significant operating revenues or that our operations will ever be profitable.

We are dependent upon management, key personnel, and consultants to execute our business plan.

Our success is heavily dependent upon the continued active participation of our current management team, Strings Kozisek, Phillip Dignan and Christopher Nichols. Loss of any one of these individuals could have a material adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in our industry, and the loss of any of such persons, or an inability to attract, retain, and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material adverse effect on our business, financial condition, or operations.

Although we are dependent upon certain key personnel, we do not have any key man life insurance policies on any such people.

We are dependent upon management in order to conduct our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled, we will not receive any compensation that would assist with any such person’s absence. The loss of any such person could negatively affect our business and operations.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

We are not subject to Sarbanes-Oxley regulation and lack the financial controls and safeguards required of public companies.

We do not have the internal infrastructure necessary, and are not required to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing, and remediation required in order to comply with the management certification and auditor attestation requirements.

We have engaged in certain transactions with related persons.

Please see the section of this offering circular entitled “Interest of Management and Others in Certain Transactions”.

Changes in employment laws or regulation could harm our performance.

Various federal and state labor laws govern the Company’s relationship with our employees and affect operating costs, including labor laws of non-USA jurisdictions, specifically Canadian federal and provincial statutes. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

Our bank accounts will not be fully insured.

The Company’s regular bank accounts and the escrow account for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of the Company’s banks should fail, we may not be able to recover all amounts deposited in these bank accounts.

Our business plan is speculative.

Our present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.

The Company will likely incur debt.

The Company has incurred debt in the past and expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

Our expenses could increase without a corresponding increase in revenues.

Our operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on our financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

We may be unable to maintain or enhance our product image.

It is important that we maintain and enhance the image of our existing and new products. The image and reputation of the Company’s products may be impacted for various reasons, including litigation. Such concerns, even when unsubstantiated, could be harmful to the Company’s image and the reputation of its products. From time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against the Company if no reimbursement is made. The Company may become subject to product liability lawsuits from customers alleging injury because of a purported defect in products sold by the Company, claiming substantial damages and demanding payments from the Company. The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company’s insurance policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company’s business, results of operations, and financial condition. Any negative publicity generated as a result of customer complaints about the Company’s products could damage the Company’s reputation and diminish the value of the Company’s brand, which could have a material adverse effect on the Company’s business, results of operations, and financial condition, as well as your investment. Deterioration in the Company’s brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment.

If we are unable to protect our Intellectual Property effectively, we may be unable to operate our business.

Our success will depend on our ability to obtain and maintain meaningful Intellectual Property Protection for any such Intellectual Property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company’s financial results as well as your investment.

Computer, website, or information system breakdown could negatively affect our business.

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.

Changes in the economy could have a detrimental impact on the Company.

Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s financial results and on your investment.

Additional financing may be necessary for the implementation of our growth strategy.

The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

Our operating plan relies in large part upon assumptions and analyses developed by the Company. If these assumptions or analyses prove to be incorrect, the Company’s actual operating results may be materially different from our forecasted results.

Whether actual operating results and business developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company’s control, including, but not limited to:

●

whether the Company can obtain sufficient capital to sustain and grow its business

●

our ability to manage the Company’s growth

●

whether the Company can manage relationships with key vendors and advertisers

●

demand for the Company’s products and services

●

the timing and costs of new and existing marketing and promotional efforts and/or competition

●

the Company’s ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel

●

the overall strength and stability of domestic and international economies

●

consumer spending habits

Unfavorable changes in any of these or other factors, most of which are beyond the Company’s control, could materially and adversely affect its business, results of operations and financial condition.

Our operations may not be profitable.

The Company may not be able to generate significant revenues in the future. In addition, we expect to incur substantial operating expenses in order to fund the expansion of our business. As a result, we may experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable.

We may be unable to manage our growth or implement our expansion strategy.

We may not be able to expand the Company’s product and service offerings, the Company’s markets, or implement the other features of our business strategy at the rate or to the extent presently planned. The Company’s projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

Our business model is evolving.

Our business model is unproven and is likely to continue to evolve. Accordingly, our initial business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be convinced of the need for our products and services or who may be reluctant to rely upon third parties to develop and provide these products. We intend to continue to develop our business model as the Company’s market continues to evolve.

The Company Needs to Increase Brand Awareness

Due to a variety of factors, our opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company’s brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company’s market increases. Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts. Therefore, we may need to increase the Company’s financial commitment to create and maintain brand awareness. If we fail to successfully promote our brand name or if the Company incurs significant expenses promoting and maintaining our brand name, it will have a material adverse effect on the Company’s results of operations.

Our employees may engage in misconduct or improper activities.

The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to our reputation.

Limitation on director liability.

The Company may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering.

Risks Related to this Offering and Investment

We may undertake additional equity or debt financing that would dilute the shares in this offering.

The Company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An investment in the Shares is speculative and there can be no assurance of any return on any such investment.

An investment in the Company’s Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

The Shares are offered on a “Best Efforts” basis, and we may not raise the Maximum Amount being offered.

Since we are offering the Shares on a “best efforts” basis, there is no assurance that we will sell enough Shares to meet our capital needs. If you purchase Shares in this Offering, you will do so without any assurance that we will raise enough money to satisfy the full Use Of Proceeds To Issuer which we have outlined in this Offering Circular or to meet our working capital needs.

If the maximum offering is not raised, it may increase the amount of long-term debt or the amount of additional equity we need to raise.

There is no assurance that the maximum number of Shares in this Offering will be sold. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.

We have not paid dividends in the past and do not expect to pay dividends in the future, so any return on investment may be limited to the value of our shares.

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if its stock price appreciates.

We may not be able to obtain additional financing.

Even if we are successful in selling the maximum number of Shares in the Offering, we may require additional funds to continue and grow our business. We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy which could seriously harm our business, financial condition and results of operations. If we need additional funds, we may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to our current shareholders and to you if you invest in this Offering.

The offering price has been arbitrarily determined.

The offering price of the Shares has been arbitrarily established by us based upon our present and anticipated financing needs and bears no relationship to our present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The management of the Company has broad discretion in application of proceeds.

The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof.

An investment in our Shares could result in a loss of your entire investment.

An investment in the Company’s Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

There is no assurance that we will be able to pay dividends to our Shareholders.

While we may choose to pay dividends at some point in the future to our shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be made.

Sales of a substantial number of shares of our stock may cause the price of our stock to decline.

If our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equity related securities at a time and price that we deem reasonable or appropriate.

We have made assumptions in our projections and in Forward-Looking Statements that may not be accurate.

The discussions and information in this Offering Circular may contain both historical and “forward- looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us. We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.

You should be aware of the long-term nature of this investment.

Because the Shares have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may have certain transfer restrictions. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. You should be aware of the long-term nature of your investment in the Company. You will be required to represent that you are purchasing the Securities for your own account, for investment purposes and not with a view to resale or distribution thereof.

The Shares in this Offering have no protective provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a ‘liquidation event’ or ‘change of control’ the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.

You will not have significant influence on the management of the Company.

Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

There is no guarantee of any return on your investment.

There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

Our Subscription Agreement identifies the state of Delaware for purposes of governing law.

The Company’s Subscription Agreement for shares issued under this Offering contains a choice of law provision stating, “all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.” As such, excepting matters arising under federal securities laws, any disputes arising between the Company and shareholders acquiring shares under this offering shall be determined in accordance with the laws of the state of Delaware. Furthermore, the Subscription Agreement establishes the state and federal courts located in Delaware as having jurisdiction over matters arising between the Company and shareholders.

These provisions may discourage shareholder lawsuits or limit shareholders’ ability to obtain a favorable judicial forum in disputes with the Company and its directors, officers, or other employees.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY’S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

DETERMINATION OF OFFERING PRICE

The Offering Price will be determined after qualification pursuant to Rule 253(b). The Offering Price will be arbitrarily determined and is not meant to reflect a valuation of the Company.

DILUTION

The term ‘dilution’ refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 73.3% of the total Shares of common stock of the Company then outstanding. The Company anticipates that, subsequent to this Offering, the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising or conversion of existing convertible debt or Preferred Stock will further dilute the percentage ownership of the Shares sold herein by the Company.

The Company has the following common stock equivalents as of October 3, 2023, pro forma to issuing 500,000,000 common shares offered herein:

Common Shares (Inclusive of Offering)			682,163,317
Convertible Notes ⁽¹⁾			913,713,564
Warrants ⁽²⁾			1,510,000,000
Convertible Debt ⁽³⁾			204,369,282
Series A Preferred Stock ⁽⁴⁾			11,596,776,389
Series B Preferred Stock ⁽⁵⁾			1,364,326,634
Total Common Share Equivalents ⁽⁶⁾			16,271,349,186

(1)

$1,457,500 Notes convertible initially at $0.005 subject to the 3(a)(10) settlement in which they are effectively convertible at 66.7% of the Market Price for the Common Stock (Market Price is defined as the lowest Trading Price during the thirty (30) Trading Day period prior to the Conversion Date); and $203,500 Notes convertible at the lower of 50% of the Market Price for the Common Stock or $0.001 post offering

(2)	1,325 million 7-year Warrants initially exercisable at $0.005 subject to a ratchet in which they will be convertible at $0.001 post offering; and 185 million 7-year Warrants exercisable at $0.001

(3)	$408,759 Debt and Accrued Interest subject to the 3(a)(10) settlement in which they are effectively convertible at 66.7% of the Market Price for the Common Stock

(4)	Series A Preferred Stock may be converted into 85% of the Company’s fully diluted common stock, non-dilutive until December 14, 2023 (assumes 682,163,317 Issued and Outstanding shares post Offering)

(5)	Series B Preferred Stock may be converted into 10% of the Company’s fully diluted common stock, non-dilutive until December 14, 2023
(6)	If all convertible instruments were converted at the same time, total fully diluted common shares would be 67,119,275,244

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

Our historical net tangible book value as of June 30, 2023, was $(2,234,519). Historical net tangible book value equals the amount of our total tangible assets, less total liabilities as of the date specified. Net tangible book value per share is an estimate based on the net tangible book value as of June 30, 2023, and 182,163,317 shares of common stock outstanding as of the date of this Offering Circular.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Shares offered for sale in this Offering (before deducting our estimated offering expenses of $25,000):

Funding Level	100%			75%			50%			25%
Gross Proceeds	$	500,000		$	375,000		$	250,000		$	125,000
Offering Price	$	0.001		$	0.001		$	0.001		$	0.001
Net Tangible Book Value per Share of Common Stock before this Offering	$	(0.012267	)	$	(0.012267	)	$	(0.012267	)	$	(0.012267	)
Increase in Net Tangible Book Value per Share Attributable to New Investors in this Offering	$	0.009687		$	0.008884		$	0.007617		$	0.005317
Net Tangible Book Value per Share of Common Stock after this Offering	$	(0.002579	)	$	(0.003382	)	$	(0.004650	)	$	(0.006949	)
Dilution per share to Investors in the Offering	$	0.003579		$	0.004382		$	0.005650		$	0.007949

There is no material disparity between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire.

PLAN OF DISTRIBUTION

We are offering a Maximum Offering of up to $500,000 in Shares of our Common Stock. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Company will not initially sell the Shares through commissioned broker-dealers but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A POS to describe the arrangement. Subscribers have no right to a return of their funds. The Company may terminate the offering at any time for any reason at its sole discretion and may extend the Offering past the termination date of 365 days from the date of qualification by the Commission in the absolute discretion of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being sold by existing securities holders.

After the Offering Statement has been qualified by the Securities and Exchange Commission (the “SEC”), the Company will accept tenders of funds to purchase the Shares. No escrow agent is involved, and the Company will receive the proceeds directly from any subscription. You will be required to complete a subscription agreement in order to invest.

All subscription agreements and checks received by the Company for the purchase of shares are irrevocable until accepted or rejected by the Company and should be delivered to the Company as provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on the Company until it is accepted on our behalf by the Company’s Chief Executive Officer or by specific resolution of our board of directors. Any subscription not accepted within 30 days will be automatically deemed rejected. Once accepted, the Company will deliver a stock certificate to a purchaser within five days from request by the purchaser; otherwise, purchasers’ shares will be noted and held on the book records of the Company.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers.

At this time no broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”), is being engaged as an underwriter or for any other purpose in connection with this Offering. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

This is an offering made under “Tier 1” of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person if (i) the aggregate purchase price paid by such person is no more than 10% of the greater of such person’s annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended; or (ii) the person is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A POS and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor’s suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.

The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

OTC Markets Considerations

The OTC Markets is separate and distinct from the New York Stock Exchange and Nasdaq stock market or other national exchange. Neither the New York Stock Exchange nor Nasdaq has a business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to New York Stock Exchange and Nasdaq-listed securities, do not apply to securities quoted on the OTC Markets.

Although other national stock markets have rigorous listing standards to ensure the high quality of their issuers and can delist issuers for not meeting those standards; the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files.

Investors may have greater difficulty in getting orders filled than if we were on Nasdaq or other exchanges. Trading activity in general is not conducted as efficiently and effectively on OTC Markets as with exchange-listed securities. Also, because OTC Markets stocks are usually not followed by analysts, there may be lower trading volume than New York Stock Exchange and Nasdaq-listed securities.

USE OF PROCEEDS TO ISSUER

The Use of Proceeds is an estimate based on the Company’s current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so.

The maximum gross proceeds from the sale of the Shares in this Offering are $500,000. The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $475,000 after the payment of offering costs such as printing, mailing, marketing, legal and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use substantially all of the net proceeds for general working capital and acquisitions. At present, management’s best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company’s management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company’s management at all times.

A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

USE OF PROCEEDS

Offering Price of $0.001:	10%		25%		50%		75%		100%
Working Capital	$	50,000	$	125,000	$	200,000	$	300,000	$	400,000
Acquisition Capital ⁽¹⁾	$	0	$	0	$	0	$	0	$	0
Debt Repayment ⁽²⁾	$	0	$	0	$	50,000	$	75,000	$	100,000
Total	$	50,000	$	125,000	$	250,000	$	375,000	$	500,000

(1)

Acquisition Capital refers to the possibility that the Company may use a portion of the proceeds from the Offering to acquire other businesses. While we have not identified any acquisition targets at this time, we will only pursue future targets that have similar or complimentary operations to that of the Company. All acquisitions will be subject to an in-depth due diligence review by the Company’s management team and legal counsel.

(2)

The Company currently has the following debts, any of which may be paid down from the proceeds of this offering:

Date of Note Issuance	Outstanding Balance ($)		Principal Amount at Issuance ($)		Interest Rate (%)			Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Reason for Issuance (e.g. Loan, Services, etc.)
6/15/2023	$	88,241	$	88,000		10	%	6/15/2024	Variable conversion 50% of Market Price	Loan for Working Capital
6/15/2023	$	82,500	$	82,500		10	%	6/15/2024	Variable conversion 50% of Market Price	Loan for Working Capital
6/15/2023	$	33,126	$	33,000		10	%	6/15/2024	Variable conversion 50% of Market Price	Loan for Working Capital

9/30/2022	$	318,122	$	330,000		4	%	9/30/2023	Variable conversion 66.7% of Market Price	Loan for Working Capital
9/30/2022	$	315,847	$	330,000		4	%	9/30/2023	Variable conversion 66.7% of Market Price	Loan for Working Capital
6/14/2022	$	470,155	$	330,000		18	%	6/14/2023	Variable conversion 66.7% of Market Price	Loan for Working Capital
6/14/2022	$	470,155	$	330,000		18	%	6/14/2023	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
6/14/2022	$	195,898	$	137,500		18	%	6/14/2023	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
4/12/2021	$	146,244	$	100,000		18	%	10/18/2021	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
10/18/2021	$	36,394	$	25,000		18	%	4/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
12/23/2021	$	13,878	$	25,000		18	%	4/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
2/15/2022	$	72,079	$	60,000		18	%	10/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
4/27/2022	$	63,824	$	172,500		18	%	10/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
10/18/2021	$	36,703	$	25,000		18	%	4/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital
12/9/2021	$	34,640	$	25,000		18	%	4/18/2022	Variable conversion price of 66.7% of Market Price	Loan for Working Capital

*	None of the loan obligations in the table above are related to indebtedness for unpaid salaries, nor is any of the indebtedness to promoters.

The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offering.

In the event we do not sell all the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this Offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. No assurances can be provided that any milestone represented herein will be achieved. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total Offering amount, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise. Additionally, the Company may from time to time need to raise more capital to address future needs.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

DESCRIPTION OF BUSINESS

Organization and History

The Company was originally incorporated on May 7, 2002 as Sunland Entertainment Co. (Delaware) Inc. pursuant to a Certificate of Incorporation filed with the Secretary of the State of Delaware. Sunland Entertainment Co. was previously incorporated in California and was the successor to the Harvey Entertainment Company.

The corporation filed an Amended and Restated Certificate of Incorporation on July 16, 2002, and a Second Amended and Restated Certificate of Incorporation on September 17, 2003, in which it changed its name to Trestle Holdings, Inc. (“Trestle”). A third Amended and Restated Certificate of Incorporation was filed on November 2, 2006.

On March 15, 2009, Trestle Holdings, Inc. entered into a Share Exchange Agreement with MoqiZone Cayman (the “MoqiZone Agreement”). As of August 25, 2009, an Amended and Restated Certificate of Incorporation was filed in which the corporate name was changed to MoqiZone Holding Corporation and authorized capital was changed to forty million (40,000,000) shares of common stock and fifteen million (15,000,000) shares of preferred stock. Pursuant to additional financings closed in August 2009, a certificate of designation of Series A preferred stock and Series B preferred stock were filed on October 6, 2009, and 15,000 shares of Series A preferred stock and 10,743 shares Series B preferred stock were issued. On August 31, 2009, a one-for-254.5 reverse stock split became effective and reduced outstanding shares of common stock to 703,794 shares and the Series B Preferred Stock was automatically converted into an aggregate of 10,743,000 shares of common stock, representing approximately 95% of the then issued and outstanding shares of common stock. A certificate of designation of Series C preferred stock was filed on April 1, 2010, authorizing 2,250,000 shares of Series C preferred.

On August 24, 2015, the Company filed an Amended Certificate of Incorporation, in which it changed its name to Balincan USA, Inc. (“Balincan”).

Tekumo Contribution Agreement and Reorganization

On June 14, 2022, Balincan entered into a Contribution Agreement with Tekumo LLC, a Colorado limited liability corporation (“Tekumo”), in which it acquired 100% of the membership interests of Tekumo in exchange for ten million (10,000,000) shares of a newly designated Series A Preferred Stock. The Series A Preferred Stock is senior to all other classes of stock and represents 85% of the voting control of the Company and may be converted into 85% of the Company’s fully diluted common stock, non-dilutive for a period of eighteen months.

In conjunction with the change of control, the Company also issued one million (1,000,000) shares of a newly designated Series B Preferred Stock as consideration for services rendered pursuant to a third-party consulting agreement. The Series B Preferred stock is junior to the Series A Preferred Stock upon liquidation, but is senior to all other classes of stock, is non-voting, and may be converted into 10% of the Company’s fully diluted common stock, non-dilutive for a period of eighteen months.

The Company also issued a total of $797,500 in Convertible Notes pursuant to Security Purchase Agreements. The Notes may convert into 159,500,000 common shares at a conversion price of $0.005. The Convertible Notes are accompanied by 7-year Warrants that may be exercised into 145,000,000 common shares.

All shares of the prior Series A Preferred Stock and Series C Preferred Stock were converted into common stock, representing 9,950,000 common shares and 13,437,000 common shares respectively. Unsecured Notes of $375,000 were also converted into 6,500,000 common shares pursuant to Conversion Agreements.

The immediate exercise of 38,000 Series A Preferred shares following the closing resulted in the issuance of 96,900,000 common shares and the total outstanding common shares being 150,218,141.

The Company and a voting majority of its shareholders approved an amendment to the Company’s Articles of Incorporation whereby the number of authorized shares of common stock was increased to 1.5 billion shares.

The Company completed a second tranche of its initial financing as of September 30, 2022 in which it issued a further $660,000 in Convertible Notes pursuant to Security Purchase Agreements. The Notes may convert into 132,000,000 common shares at a conversion price of $0.005. The Convertible Notes are accompanied by 7-year Warrants that may be exercised into 120,000,000 common shares.

Recent Events

On June 15, 2023 the Company issued a total of $203,500 in Convertible Notes with a 1-year maturity. The Notes may convert into common shares at a variable conversion price equal to 50% of the common share market price. The Convertible Notes are accompanied by 7-year Warrants that may be exercised into 185,000,000 common shares.

On July 14, 2023, Trillium Partners LP (“Trillium”) filed a complaint in the Circuit Court of Baltimore County, Maryland (the “Court’), seeking a judgement against the Company for the payment of $2,255,121.18 in past due debt obligations originally issued or assigned to Trillium. On July 25, 2023, the Company and Trillium entered into a Settlement Agreement and Stipulation which, if approved by the Court, would allow Trillium to convert 150% of the debt into shares of common stock at a price equal to the lowest trading price during the thirty (30) trading day period prior to any conversion, subject to a 9.99% limitation on beneficial ownership at the time such conversion. It was the intent of the Parties that any conversion shares issued by the Company would be unrestricted in reliance on Section 3(a)(10) of the Securities Act of 1933. On September 15, 2023, the Court rendered an order approving the Settlement Agreement and Stipulation as proposed by the Parties.

The Company and a voting majority of its shareholders approved an amendment to the Company’s Articles of Incorporation on October 3, 2023, whereby the number of authorized shares of common stock was increased to 5 billion shares.

Subsidiaries and Affiliate Companies

Tekumo LLC is a 100% owned subsidiary of BCNN. It is a Colorado limited liability company formed on August 13, 2019, and it acquired all the assets, contracts and intellectual property of Sequenza Inc. in January 2020.

Sequenza Inc. was formed in December 2013 as a managed service provider for IT and telecommunication services. As an affiliated company it remains 100% controlled by Tekumo.

Company Overview and Plan of Operation

The Company operates 100% through its subsidiary, Tekumo LLC.

Tekumo is a service delivery platform that solves the “last-mile” of installing, monitoring, and maintaining technology systems and smart connected devices.

In delivering any product or service there remains a human link in the supply chain to install and manage such offerings. Tekumo delivers on those service needs, deploying its on-demand Service Delivery Platform to manage all onsite service events.

Tekumo has three main product offerings:

TekumoPRO is a platform that connects enterprises, retailers, and OEMs with local skilled resources to install and maintain technology systems. It delivers a smarter dynamic workforce, intelligent automation, real-time visibility, and full integration into client service management systems.

TekumoSMART completes the service chain for smart connected devices. It installs, monitors and manages sensors, devices gateways, hubs, and data for multiple verticals including Multiple Dwelling Units (MDU’s), Quick Service Restaurants (QSR’s), Assisted Living, Retail, Hospitality, Utilities, Builders, Insurance, and Healthcare – all with 24/7 onsite support.

TekumoIQ provides real-time risk management and process management data from all connected assets, accessible via Tekumo dashboards or directly delivered into any end user ecosystem.

These offerings represent the service industry’s first on-demand, Service Delivery platform, addressing the need for a more dynamic field workforce, while monitoring smart connected devices that can drive cost savings, efficiencies, and higher profitability for product and service companies.

Employees

As of the date of this Offering Circular, the Company has 23 employees, including its officers, of which 21 are full time. There is no collective agreement between the Company and its employees. The employment relationship between employees and the Company is individual and standard for the industry.

Property

Our corporate offices are located at 555 Middle Creek Parkway Suite 100 Colorado Springs, CO 80921. At this address, the Company occupies office premises sufficient for its current needs.

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Results of Operations

Six months ended June 30, 2023, and 2022.

For the six months ended June 30, 2023, and 2022, the Company generated revenues of $426,273 and $1,276,078, respectively.

Cost of goods sold for the six months ended June 30, 2023, and 2022 was $287,576 and $762,188, respectively.

Operating Expenses for the six months ended June 30, 2023, and 2022 were $744,396 and $3,134,268 (inclusive of 2,148,683 in stock compensation), respectively.

Net Income for the six months ended June 30, 2023, and 2022 was $(948,550) and $(2,809,685), respectively.

Liquidity and Capital Resources

Net cash provided by operating activities for the six months ended June 30, 2023, and 2022 was $(265,709) and $332,818, respectively.

Net cash provided by investing activities for the six months ended June 30, 2023, and 2022 was $(329,000) and $(300,000), respectively.

Net cash provided by financing activities for the six months ended June 30, 2023, and 2022 was $519,906 and $399,529, respectively.

As of June 30, 2023, the Company had $42,204 in cash to fund its operations.

Years ended December 31, 2022, and 2021.

For the years ended December 31, 2022, and 2021, the Company generated revenues of $2,036,300 and $2,773,418, respectively.

Cost of goods sold for the years ended December 31, 2022, and 2021 was $1,242,310 and $1,637,976, respectively.

Operating expenses for the years ended December 31, 2022, and 2022 were $2,148,964 - ($4,297,650) inclusive of 2,148,683 in stock compensation, and $1,288,113, respectively.

Accrued Interest for the years ended December 31, 2022, and 2021 was $257,449 and $50,916, respectively.

Net Income for the years ended December 31, 2022, and 2021 was $(13,520,715) (inclusive of $2,148,686 in stock-based compensation and $9,430,936 in Deemed Dividend) and $(203,587), respectively.

Liquidity and Capital Resources

Net cash provided by operating activities for the years ended December 31, 2022, and 2021 was $(174,046) and $256,190 respectively.

Net cash provided by investing activities for the years ended December 31, 2022, and 2022 was $(579,000) and $(288,000), respectively.

Net cash provided by financing activities for the years ended December 31, 2022, and 2021 was $810,133 and $15,481, respectively.

As of December 31, 2022, we had $117,007 in cash to fund our operations.

Going Concern

The financial statements attached to this Offering Circular have been prepared assuming that the company will continue as a going concern which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. For the six months ended June 30, 2022, the Company has incurred a net loss of $948,550. It used cash in operations of $569,699. We had an accumulated deficit of $14,596,391 inclusive of a deemed dividend of $9,430,936 and stock-based compensation of $2,148,686 as of June 30, 2023. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or issuance of debt. The Company will begin to raise capital through private placements of common stock and is planning an offering of common stock under Regulation A. Additionally the Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and has restructured some obligations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified in the accompanying financial statements the accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Recently Issued Accounting Pronouncements

The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Off-Balance Sheet Arrangements

As of the date of this Offering Circular, there were no off-balance sheet arrangements.

Subsequent Material Events

The Company evaluated subsequent events that have occurred after the balance sheet date of June 30, 2022, and up through the date of this Offering Circular. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

FINANCIAL OUTLOOK

Tekumo started as a small IT managed services company while we developed our Service Delivery Platform, recording service revenue of $2+ million in 2022 and 2021. We pivoted away from that managed service orientation to our real “soul” as a software-based solution at the end of 2022, having invested over $3 million in completing the Platform.

We have recently announced anchor customers in multiple industry segments. We expect that the revenue generated over the next 12 months from these announcements will exceed more than 6 million in annual revenue and will grow.

IT and Retail Services:

Most of our historical revenue has come from this segment. We have completed projects for such companies as Target, Home Depot, McDonalds, US Bank, 7Eleven, and AT&T. Our median work order is $250 for a 2.65-hour engagement.

●

Our partnership with the largest third-party Managed Services provider to the Retail Industry offers the largest immediate revenue upside. They presently complete more than 2000 work orders per month ($5 million annually).

●

We also added a digital signage partner with more than $5 million in annualized revenue.

●

Two prominent Quick Service Restaurant chains have ongoing projects across 700+ locations that have begun work with us through a prominent Japanese technology partner.

Smart Homes/Buildings:

●

The Smart Home Industry is already large and is expected to grow quickly. We have installed smart door locks, smart switches, access control, smart thermostats, and water leak sensors at an average per unit revenue of $200-250.

●

Our partnership with the leading Smart Home Technology Company for the rental housing industry opens significant doors. One of our first projects is for 5000 units in the South and Southwest. This represents approximately $1.25 million in potential revenue and is only part of their tens of thousands in deployments.

●

Water and energy conservation play a critically important role in managing operating budgets for facility managers. We have recently completed our first site surveys on properties in Miami, Detroit and New York. Our current pipeline of properties covers more than 100,000 units.

Financial Summary:

Our gross margin of 40% from 2022/21 is expected to continue in 2023/4. Operating Expenses ran $2.2 million in 2022, and there will be no major changes in fixed costs. An expected $6 million revenue rate would result in a near cash flow breakeven, with a continued investment in our technology and sales efforts fostering growth into 2024. We expect to see the effects of these recent partnerships from Q3 onwards which will show growth of 50%+ monthly over Q1.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Directors and Executive Officers

The following table sets forth regarding our executive officers, directors and significant employees, including their ages as of the date of this Offering Circular:

Name	Position	Age	Director or Officer Since
Strings D.E. Kozisek*	CEO, Director	59	June 2022
Phillip Dignan*	President, CFO, Director	60	June 2022
Christopher Nichols*	CSO, Director	57	June 2022

*	The address of each of the individuals listed above is: c/o Balincan USA, Inc., 555 Middle Creek Parkway, STE 100, Colorado Springs, CO 80921.

Strings D.E. Kozisek, CEO/President/Director

Strings has over 20 years executive technology experience in Asia and the US. He founded Media Access Group in Japan, which he successfully sold to PTS Consulting before founding Sequenza Inc in Colorado. At Sequenza, he pioneered a full-service delivery desk atop a contingent labor platform, Field Nation, to prove the Tekumo thesis of an end-to-end full-service platform. Strings’ relevant work experience includes: CEO of Tekumo (Jan. 2020 – Present), CEO of The Sayage (Sept. 2017 – Feb. 2022), President of Streamonix (Dec. 2015 – Feb. 2022), founder and Board Member of Sequenza Consulting (Dec. 2012 – Feb. 2022), and CEO of Media Access Group (Jun. 2004 – Jun. 2013).

Phillip Dignan, President, CFO, Director

Phillip is a senior corporate, finance and investment professional with “C level” experience in the technology, retail and energy segments. He has completed numerous M&A and financing transactions and was a founding partner of Appian Ventures. He was previously head of finance and corporate development at Field Nation. Phillip worked for Salomon Brothers International in both London and Tokyo in fixed income and foreign exchange. Phillip’s more recent work experiences includes: President and CFO of Tekumo (Sept. 2019 – Present), Managing Partner of Ascension Ventures (Jul. 2017 – Present), Managing Partner of Genesis Ventures, LLC (Jan. 2000 – Present), and SVP of Corporate Development of Field Nation (Mar. 2011 – Oct. 2016).

Christopher Nichols, CSO, Director

Chris is an experienced senior level executive and entrepreneur with a demonstrated history of success. Chris is responsible for strategic direction and business development. He was previously the head of Sales and Business Development at Field Nation, one of our key labor resource partners. He was also President/CEO of Advanced Growing Systems. Chris’ more recent work experiences includes: Chief Strategist of Tekumo (Jan. 2020 – Present), Partner/Founder of NFI Empire (Aug. 2016 – Present), Chief Strategist of Sequenza Consulting (Jun. 2018 – Feb. 2022), and Chief Sales Officer of Field Nation (Jun. 2010 – Aug. 2016).

Board of Directors

Our board of directors currently consists of three directors, none of which are considered “independent” as defined in Rule 4200 of FINRA’s listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

Committees of the Board of Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Compensation of Directors and Executive Officers

Executive and Director Compensation

We have no standard arrangement to compensate our directors for their services in their capacity. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board and executive compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Our current executive officers, Stings D.E. Kozisek, CEO, and Phillip Dignan, President & CFO receives a salary of $6,000 per month for services performed as an officer of the Company. A deferred bonus of $14,000 per month is also accrued. Our third executive officer, Christopher Nichols, CSO, receives a salary of $6,000 per month with a bonus accrual of $4,000 per month.

Summary Compensation Table

The following table represents information regarding the total compensation of our officers and directors for the year ended December 31, 2022.

Name	Position	Cash Compensation			Other Compensation		Total Compensation
Strings D.E. Kozisek	CEO, Director	$	240,000	⁽¹⁾		-	$	240,000
Phillip Dignan	President, CFO, Director	$	240,000	⁽²⁾		-	$	240,000
Christopher Nichols	CSO, Director	$	120,000	⁽³⁾		-	$	120,000

(1)	Includes $164,000 worth of accrued but unpaid bonuses.

(2)	Includes $164,000 worth of accrued but unpaid bonuses.

(3)	Includes $ 52,000 worth of accrued but unpaid bonuses.

There are no other employment agreements between the Company and its executive officers or directors. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

Stock Incentive Plan; Options; Equity Awards

We have not adopted any long-term incentive plan that provides compensation intended to serve as incentive for performance. None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company’s Bylaws, which are attached to this Offering Circular.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our Stock as of the date of this Offering Circular.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Stock. Percentage of beneficial ownership before the offering is based on 182,163,317 Shares of Common Stock outstanding as of June 30, 2023. Percentage of beneficial ownership after the Offering assumes the sale of the Maximum Offering Amount.

Name and Position	Class	Shares Beneficially Owned Prior to Offering					Shares Beneficially Owned After Offering
		Number		Percent			Number		Percent
Strings D.E. Kozisek,	Series A Preferred		2,476,407		24.86	%		2,476,407		24.86	%
CEO/Director	Common Shares		32,300,000		17.73	%		32,300,000		4.73	%
Phillip Dignan,	Series A Preferred		2,601,407		26.11	%		2,601,407		26.11	%
President/Director	Common Shares		32,300,000		17.73	%		32,300,000		4.73	%
Christopher Nichols,	Series A Preferred		2,351,407		23.60	%		2,351,407		23.60	%
CSO/Director	Common Shares		32,300,000		17.73	%		32,300,000		4.73	%

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

As of June 30, 2023 Accrued Bonuses include:

Strings D.E. Kozisek	$	354,000
Phillip Dignan	$	373,500
Christopher Nichols	$	230,500
Junko Mano	$	66,500
Graham King	$	78,000

As of June 30, 2023 Ascension Ventures LLC has Notes payable of $187,634. Phillip Dignan is a Director of Ascension Ventures LLC.

During the last two full fiscal years and the current fiscal year, there are no other transactions or proposed transactions involving the Company and a related party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for its last three fiscal years.

DESCRIPTION OF SECURITIES

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.

In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of Balincan USA, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.

The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Delaware. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and nonassessable.

The laws of the State of Delaware provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Balincan USA, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Balincan USA, Inc.

Preferred Stock

The Company is authorized to issue 15,000,000 shares of Preferred Stock par value of $0.001 per share. Total issued Preferred Stock is ten million nine hundred sixty-two thousand (10,962,000) shares – nine million nine hundred sixty-two thousand (9,962,000) designated as Series A Preferred (“Series A”) and one million (1,000,000) Series B Preferred (“Series B”).

Series A

The Series A (a) ranks senior, with respect to dividends and liquidation, winding up or dissolution to all other classes of stock; and (b) senior to any future designation of preferred stock (c) controls 85% of the voting interest of the Company on an if-converted to common shares basis (d) holders of Series A will be entitled to receive dividends on each outstanding share of Series A, which will accrue in at a rate equal to 4% per annum from the issuance date; (e) liquidation value of $0.6779 per share; and (e) the Series A Preferred Stock may convert into 85% of the fully diluted shares of the Company, non-dilutable for a period of 18 months from the date of Issuance.

Series B

The Series B (a) ranks senior, with respect to dividends and liquidation, winding up or dissolution to all other classes of stock, except the Series A Preferred Stock; and (b) senior to any future designation of preferred stock (c) is non-voting (d) holders of Series B will be entitled to receive dividends on each outstanding share of Series B, which will accrue in at a rate equal to 4% per annum from the issuance date; (e) liquidation value of $0.7975 per share; and (e) the Series B Preferred Stock may convert into 10% of the fully diluted shares of the Company, non-dilutable for a period of 18 months from the date of Issuance.

SECURITIES BEING OFFERED

The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company’s Articles of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable.

The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company’s Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company’s Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

Because this is a best-efforts offering, there is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing.

The minimum subscription that will be accepted from an investor $1,000 (the ‘Minimum Subscription’).

A subscription for $1,000 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company’s acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company has engaged Pacific Stock Transfer Co. to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company’s Bylaws, which are attached to this Offering Circular.

Excepting matters arising under federal securities laws, any disputes between the Company and shareholders shall be governed in reliance on the laws of the state of Delaware. Furthermore, the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in the state of Delaware as having jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.

Transfer Agent

Our transfer agent is VStock Transfer LLC., 18 Lafayette Place Woodmere, NY 11598. The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

DISQUALIFYING EVENTS DISCLOSURE

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer’s interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain “Disqualifying Events” described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013, to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company’s Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

ERISA CONSIDERATIONS

Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, “ERISA Plans”), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary’s independent control over the assets in his account is adequate to relieve the ERISA Plan’s fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the “Final Plan Assets Regulations”) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as “plan assets”). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding “plan assets.” Management anticipates that we would clearly be characterized as “operating” for the purposes of the regulations, and that it would therefore not be deemed to be holding “plan assets.”

Classification of our assets as “plan assets” could adversely affect both the plan fiduciary and management. The term “fiduciary” is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a “fiduciary” of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as “plan assets,” certain transactions that we might enter into in the ordinary course of our business might constitute “prohibited transactions” under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their “current value” as of the close of the plan’s fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, “current value” means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, “Qualified Plan”) and by an individual retirement account (“IRA”) is generally exempt from taxation. However, if a Qualified Plan or IRA earns “unrelated business taxable income” (“UBTI”), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

DIVIDEND POLICY

Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We and our predecessors have not declared any dividends in the past. Further, we do not presently contemplate that there will be any future payment of any dividends on Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been a limited market for our Common Stock on the OTC Markets. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Upon completion of this Offering, assuming the maximum number of shares of Common Stock offered in this Offering are sold, there will be 700,197,317 shares of our Common Stock outstanding.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

●

1% of the number of shares of our Common Stock then outstanding; or

●

the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

INVESTOR ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING

Investment Limitations

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 (please see below on how to calculate your 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.

Because this is a Tier 1, Regulation A+ offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. If you meet one of the following tests you should qualify as an accredited investor:

	(i)	You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

	(ii)	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below on how to calculate your net worth);

	(iii)	You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

	(iv)	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
	(v)	You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (Investment Company Act), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

	(vi)	You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

	(vii)	You are a trust with total assets in excess of $5,000,000, your purchase of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or

	(viii)	You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

Offering Period and Expiration Date

This Offering will start on the date on which the SEC initially qualifies this Offering Statement (the Qualification Date) and will terminate on the Termination Date.

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

1.	Electronically receive, review, execute and deliver to us a Subscription Agreement; and

2.	Deliver funds directly to the Company’s designated bank account via bank wire transfer (pursuant to the wire transfer instructions set forth in our Subscription Agreement) or electronic funds transfer via wire transfer.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement, you may not revoke or change your subscription or request your subscription funds. All submitted subscription agreements are irrevocable.

Under Rule 251 of Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.

In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that such investor is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

LEGAL MATTERS

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Jeff Turner, JDT Legal, PLLC.

REPORTS

Following this Tier 1, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A, in addition to our reporting requirements under the OTC Pink Basic Disclosure Guidelines.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A POS under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A POS and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, on October 4, 2023.

BALINCAN USA, INC.

By:	*/s/ Strings D.E. Kozisek*
	Strings D.E. Kozisek
	CEO
	October 4, 2023

This Offering statement has been signed by the following persons in the capacities and on the dates indicated.

By:	*/s/ Strings D.E. Kozisek*
	String D.E. Kozisek
	Principal Executive Officer, Director
	October 4, 2023

By:	*/s/ Phillip Dignan*
	Phillip Dignan
	Principal Financial Officer, Director
	October 4, 2023

By:	*/s/ Christopher Nichols*
	Christopher Nichols
	Director
	October 4, 2023

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge, and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

By:	*/s/ Strings D.E. Kozisek*
	Strings D.E. Kozisek
	CEO
	October 4, 2023

PART III: EXHIBITS

Index to Exhibits

		Filed	Incorporated by Reference
Exhibit No.	Description	*Herewith ()**	*Filing Type*	*Date Filed*
2.1	Articles of Incorporation, as amended		1-A	9/23/2022
2.2	Bylaws		1-A	9/23/2022
3.1	Series A Preferred Certificate of Designation		1-A	9/23/2022
3.2	Series B Preferred Certificate of Designation		1-A	9/23/2022
3.3	Series C Preferred Certificate of Designation		1-A	9/23/2022
4.1	Subscription Agreement	*
6.1	Contribution Agreement with Tekumo LLC		1-A	9/23/2022
6.2	Form of SPA dated 06/14/2022		1-A	9/23/2022
6.3	Form of Convertible Promissory Note dated 06/14/2022		1-A	9/23/2022
6.4	Form of Warrant dated 06/14/2022		1-A	9/23/2022
6.5	Convertible Promissory Note dated 04/18/2022		1-A	9/23/2022
6.6	Convertible Promissory Note dated 04/18/2022		1-A	9/23/2022
6.7	Convertible Promissory Note dated 04/18/2022		1-A	9/23/2022
6.8	Convertible Promissory Note dated 04/27/2022		1-A	9/23/2022
6.9	SBA EIDL Loan Agreement (June 6, 2020)		1-A/A	10/17/2022
6.10	Tekumo Accounts Receivable Financing Agreement		1-A/A	10/17/2022
6.11	Convertible Promissory Note dated 06/15/2023	*
6.12	Convertible Promissory Note dated 06/15/2023	*
6.13	Convertible Promissory Note dated 06/15/2023	*
12.1	Legal Opinion and Consent	*

PART F/S: FINANCIAL STATEMENTS

TABLE OF CONTENTS

Financial Statements for the six months ended June 30, 2023, and 2022.

	Page
Unaudited Condensed Consolidated Balance Sheets	F-2
Unaudited Condensed Consolidated Statements of Operations	F-3
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit	F-4
Unaudited Condensed Consolidated Statements of Cash Flows	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6

Financial Statements for the Twelve Months Ended December 31, 2022, and 2021.

	Page
Unaudited Condensed Consolidated Balance Sheets	F-16
Unaudited Condensed Consolidated Statements of Operations	F-17
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit	F-18
Unaudited Condensed Consolidated Statements of Cash Flows	F-19
Notes to Unaudited Condensed Consolidated Financial Statements	F-20

F-1

Balincan USA Inc

Condensed Consolidated Balance Sheet

	June 30, 2023			June 30, 2022
	(Unaudited)			(Unaudited)
ASSETS:
Current assets:
Cash	$	42,204		$	492,267
Accounts Receivable		323,884			402,777
Total Current Assets		366,088			895,044

Software & intellectual property		2,131,833			1,523,833
Deposits and other assets		-			10,395

Total Assets	$	2,497,921		$	2,429,272

LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	1,829,425		$	1,082,964
Note payable, net of debt discount and issuance costs		331,787			337,788
Derivative Liability		9,430,936			9,430,936
Convertible notes, net of debt discount and issuance costs		1,482,863			382,133
Line of credit		206,649			298,377
Total Current Liabilities		13,281,660			11,532,198

Notes Long term		159,527			160,581
Total Long-Term Liabilities		159,527			160,581

Total liabilities		13,441,187			11,692,779

Shareholder’s Equity:
Series A Preferred Stock 10,000,000 authorized, $0.001 par value, 9,962,000 issued and outstanding		9,962			9,962
Series B Preferred Stock 1,000,000 authorized and outstanding, $0.001 par value, 1,000,000 issued and outstanding		1,000			1,000
Common Stock, 1,500,000,000 authorized, $0.001 par value, 150,218,141 issued and outstanding		182,163			150,218
Additional paid in capital		3,460,000			2,940,784
Accumulated deficit		(14,596,391	)		(12,365,471	)
Total stockholder deficit		(10,943,266	)		(9,263,507

Total Liabilities and Shareholder’s Equity	$	2,497,921		$	2,429,272

F-2

Balincan USA Inc

Condensed Consolidated Statements of Operations

(Unaudited)

	Six Months			Six Months
	Ended			Ended
	June 30, 2023			June 30, 2022
Revenue	$	462,273			1,276,078

Cost of Goods Sold	$	287,576			762,188

Gross Profit		174,697			513,890

Operating Expenses
Stock Based Compensation	$	570			2,148,686
Selling, General and Administrative Expenses	$	743,826			985,583

Total Operating Expenses	$	744,396			3,134,270

Loss From Operations	$	(569,699	)		(2,620,379	)

Other Expense
Interest Expense	$	(53,157	)		(170,263	)
Accretion of Debt Discount	$	(325,694	)		(19,043	)

Total Other Income	$	(378,851	)		(189,306	)

Net Loss	$	(948,550	)		(2,809,685	)

Deemed Dividend				$	(9,430,936	)

Net Loss Attributable To Common Shareholders	$	(948,550	)		(12,240,620	)

Per-share data
Basic and Diluted Loss Per Share		(0.01	)		(2.58	)

Weighted Average Number of Common Shares Outstanding		168,943,461			4,739,390

F-3

Balincan USA Inc

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

Six Months Ended June 30, 2023

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – December 31, 2022		9,962,000	$	9,962		1,000,000	$	1,000		150,218,141	$	150,218	$	3,240,375	$	(13,647,841	)	$	(10,246,286	)

Issuance of shares		-		-		-		-		31,375,000		31,375		219,625		-			251,000
Stock warrants issued		-		-		-		-		-		-				-			-
Stock based compensation		-		-		-		-		570,176		570		-		-			570
Conversion of Preferred Stock to Common Stock		-		-		-		-								-			-
Dividends		-		-		-		-		-		-		-		-			-
Net loss for the six months ended June 30, 2023		-		-		-		-		-		-		-		(948,550	)		(948,550	)
Balance – June 30, 2023		9,962,000	$	9,962		1,000,000	$	1,000		182,163,317	$	182,163	$	3,460,000	$	(14,596,391	)	$	(10,943,266	)

F-4

Balincan USA Inc

Condensed Consolidated Statements of Cash Flows

	Six Months			Six Months
	Ended			Ended
	June 30, 2023			June 30, 2022
	(unaudited)			(unaudited)

Cash Flows From Operating Activities:
Net Loss	$	(948,550	)	$	(2,807,409	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities
Accretion Of Debt Discount		325,694			19,043
Stock Based Compensation					2,148,686
Changes in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		(3,875	)		541,097
Other Current Assets		10,395
Accounts Payable And Accrued Liabilities		350,628			431,401
Net Cash Provided by Operating Activities		(265,709	)		332,818

Cash Flows From Investing Activities:
Purchase of Software & Intellectual Property		(329,000	)		(300,000	)
Net Cash Used in Investing Activities		(329,000	)		(300,000	)

Cash Flows From Financing Activities:
Proceeds from Common Stock		251,000
Proceeds From Issuance of Convertible Notes		165,570			725,000
Proceeds From Issuance of Note Payable					137,788
Repayment of Note Payable		(59,566	)
Line Of Credit (Repayments)		162,902			(463,259	)
Equity
Net Cash Provided By Financing Activities		519,906			399,529

Net Change in Cash		(74,803	)		432,347

Cash - Beginning of Period		117,007			59,920

Cash - Ending of Period	$	42,204		$	492,267

Supplemental Disclosures of Cash Flow Information:
Cash Paid For Interest		6,449			-
Cash Paid For Taxes		-			-

Supplemental Schedule of Non-Cash Financing Activities:

Deemed Dividend	$	-		$	9,430,936
Stock Warrants Issued with Note Payable	$	462,500		$	361,909

F-5

NOTES TO FINANCIAL STATEMENTS – FOR THE SIX MONTHS ENDED JUNE 2023 AND JUNE 2022

Note 1 - Description of Business

Organization and History

The accompanying consolidated financial statements include the financial statements of Balincan USA, Inc. (formerly known as MoqiZone Holding Corporation, Trestle Holdings Inc., Sunland Entertainment Co. and Harvey Entertainment Company) (the “Company”).

The Original Share Exchange Agreement, Reverse Merger and Reorganization

On May 7, 2002, the Company was originally incorporated as Sunland Entertainment Co. (Delaware) Inc. pursuant to a Certificate of Incorporation filed with the Secretary of the State of Delaware. Sunland Entertainment Co. was previously incorporated in California and was the successor to the Harvey Entertainment Company as of June 22, 2001.

On August 24, 2015, the Company filed an Amended Certificate of Incorporation, in which it changed its name to Balincan USA, Inc. (“Balincan”).

The 2022 Contribution Agreement and Reorganization

On June 14, 2022, Balincan entered into a Contribution Agreement with Tekumo LLC (“Tekumo”), a Colorado limited liability corporation, in which it acquired 100% of the membership interests of Tekumo in exchange for ten million (10,000,000) shares of a newly designated Series A Preferred Stock. The Series A Preferred Stock is senior to all other classes of stock and represents 85% of the voting control of the Company and may be converted into 85% of the Company’s fully diluted common stock, non-dilutive for a period of eighteen months.

In conjunction with the change of control, the Company also issued one million (1,000,000) shares of a newly designated Series B Preferred Stock as consideration for services rendered pursuant to a third-party consulting agreement. The Series B Preferred stock is junior to the Series A Preferred Stock upon liquidation, but is senior to all other classes of stock, is non-voting, and may be converted into 9.99% of the Company’s fully diluted common stock, non-dilutive for a period of eighteen months.

The Company also issued a total of $797,500 in Convertible Notes pursuant to Security Purchase Agreements. The Notes may convert into 159,500,000 common shares. The Convertible Notes are accompanied by 7-year Warrants that may be exercised into 145,000,000 common shares.

To effect the reverse merger, consideration of 53,318,141 shares of the Company’s common stock were retained. This is inclusive of the prior Series A Preferred Stock and Series C Preferred Stock along with $375,000 of unsecured Notes that were all converted into common stock.

F-6

The Company completed a final tranche of its initial financing as of September 30, 2022 in which it issued a further $660,000 in Convertible Notes pursuant to Security Purchase Agreements. The Notes may convert into 132,000,000 common shares. The Convertible Notes are accompanied by 7-year Warrants that may be exercised into 120,000,000 common shares.

Recent Events

Note 2 - Summary of Significant Accounting Policies

Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.

Use of Estimates and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, and income tax provisions.

Actual results could differ from those estimates.

Principles of consolidation

The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

F-7

The fair value measurement disclosures are grouped into three levels based on valuation factors:

	●	Level 1 – quoted prices in active markets for identical investments

	●	Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

	●	Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The Company’s Level 1 assets/liabilities include cash, accounts receivable, accounts payable, and other current assets. Management believes the estimated fair value of these accounts at June 30, 2023 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable and line of credit obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.

The Company’s Level 3 assets/liabilities include intangible assets and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.

The table below under Derivative Liabilities provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:

Fair Value Measurements as of June 30, 2022

	Total		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative liabilities	$	9,430,936	$	-	$	-	$	9,430,936
Total Liabilities	$	9,430,936	$	-	$	-	$	9,430,936

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related to these balances. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.

Concentration of Credit Risk and Other Risks and Uncertainties

The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information.

F-8

Long-lived Assets Including Goodwill and Other Acquired Intangible Assets

We evaluate the recoverability of acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Liability

The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

F-9

The Company utilizes a discounted cashflow model for the anti-dilution feature for the Preferred Stock that maintains a 95% ownership in the company. The inputs utilized in the application of the discounted cashflow model included an estimate for the equity sold in the future, the probability that it will occur and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.

Revenue Recognition

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

●

identification of the contract, or contracts, 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

●

recognition of revenue when, or as, we satisfy a performance obligation.

Tekumo is a service delivery platform that solves the “last-mile” of installing, monitoring, and maintaining technology systems and smart connected devices. It connects enterprises, retailers, and OEM’s with local skilled resources to install and maintain technology systems.

As the Company performs services on specific activities in accordance with a customer service agreement or statement of work, it recognizes revenue when that activity has been completed.

Accounts Receivable and Allowances

Accounts Receivable are recorded and carried when the Company has performed the work in accordance with the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the six months ended June 30, 2023 and 2022, the Company recorded $0 and $0, respectively as a bad debt expense. As of December 31, 2022, and December 31, 2021 the Company has an allowance for doubtful accounts of $0 and $0, respectively.

Stock-Based Compensation

The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock-based compensation and forfeitures are recognized as they occur.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as Series B Preferred Stock granted to certain non-employees. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period. Compensation expense is reduced for actual forfeitures as they occur.

F-10

Advertising Expense

The Company expenses marketing, promotions and advertising costs as incurred. For the six months ended June 30, 2023 and twelve months ended December 31, 2022 and December 31, 2021, such costs were considered insignificant.

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for six months ended June 30, 2023 and June 30, 2022 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents as of June 30, 2023 and 2022:

	June 30,
	2023		2022
Series A Preferred Stock		3,085,117,937		2,553,708,397
Series B Preferred Stock		364,326,634		300,436,282
Series C Preferred Stock		-		-
Convertible notes		420,872,281		159,779,672
Warrants		450,000,000		145,000,000
Totals		4,320,316,852		3,158,924,351

Recently Adopted Accounting Guidance

In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance’s amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The updated guidance, which became effective for fiscal years beginning after December 15, 2021, did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Guidance Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU 2016-13 for small reporting companies to interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Company does not believe the adoption will have a material impact on the Company’s condensed consolidated financial statements. The adoption of the guidance will affect disclosers and estimates around accounts receivable.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

F-11

In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.

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

Note 3 - Going Concern

The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the condensed consolidated financial statements, as of June 30, 2023, the Company had an accumulated deficit of $13.65 million and a net loss of $0.95 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected.

The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-12

Note 4 - Notes Payable

The Company’s subsidiary, Tekumo LLC, has outstanding promissory notes with a principal of $302,954 and accrued interest of $100,808 as of June 30, 2023. The notes were originally issued with a principal of $390,788 of which $149,546 has been repaid. They carry an interest rate of 18% per annum and have matured.

SBA EIDL Loan: On June 6, 2020 Tekumo borrowed $104,200.00 with a maturity of 30 years at 3.75% interest from the Small Business Administration (“SBA”) through an Economic Injury and Disaster Loan. Subsequent advances of $55,795 were borrowed on 6/30/2022 through 2/26/2021 with a maturity of 30 years at 3.75% interest. The SBA has a continuing security interest in all assets.

Note 5 - Line of Credit

Tekumo has a $3 million Accounts Receivable Financing Agreement with eCapital (previously Flexible Funding) under which it may borrow 90% of eligible outstanding receivables. The funding rate is 0.5% of the borrowed amount plus an interest rate equal to prime plus 7%. eCapital has a senior lien on all Receivables. As of June 30, 2023 that balance was $95,351.

Tekumo also has a line of credit with one of its vendors of $89,060 as of June 30, 2023. This carries no interest rate. Tekumo also carries an American Express line of credit of $100,100 with a current balance of $40,345 that carries a 10% interest rate.

Note 6 - Convertible Notes

During 2022, the Company entered into $1,457,500 in Secured Convertible Promissory Notes. The Notes were issued with an original issue discount of $132,500 and the Company received $1,325,000 in cash. The Notes have a maturity of one-year, carry an interest rate of 4% per annum, and may be converted into common shares at a conversion price of $0.005.

As additional consideration for entering into the convertible notes, the Company issued a seven-year warrant to purchase 265,000,000 shares of the Company’s common stock at a purchase price of $0.0055 per share.

The Company initially recorded $661,501 of debt discount relating to 265,000,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance and $132,500 from the original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost and has a balance of $179,167 as of June 30, 2023

In June of 2023, the Company entered into $203,500 in Secured Convertible Promissory Notes. The Notes were issued with an original issue discount of $18,500 and the Company received $185,000 in cash. The Notes have a maturity of one-year, carry an interest rate of 10% per annum, and may be converted into common shares at a conversion price of 50% of the Common Share Market Price. As additional consideration for entering into the convertible notes, the Company issued a seven-year warrant to purchase 185,000,000 shares of the Company’s common stock at a purchase price of $0.001 per share.

Note 7 - Derivative Liabilities

The Company has identified derivative instruments arising from the anti-dilution feature in the Company’s Preferred Stock during the six months ended June 30, 2023. For the terms of the anti-dilution features see Note 8. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of June 30, 2023.

The Company utilizes a discounted cashflow model for the anti-dilution feature. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.

F-13

The following are the changes in the derivative liabilities during the six months ended June 30, 2023.

	Six Months Ended June 30, 2022
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2023	$	-	$	-	$	9,430,936
Addition		-		-
Changes in fair value		-		-		-
Extinguishment		-		-		-
Derivative liabilities as June 30, 2023	$	-	$	-	$	9,430,936

Note 8 - Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 15,000,000 shares of Preferred Stock par value of $0.001 per share. Total issued Preferred Stock is eleven million (11,000,000) shares – ten million (10,000,000) designated as Series A Preferred and one million (1,000,000) Series B Preferred.

Series A

Pursuant to the Contribution Agreement dated June 14, 2022, ten million (10,000,000) new shares of Series A Preferred Stock were issued to the members of Tekumo LLC in consideration for 100% of Tekumo’s membership interests.

The conversion of 38,000 Series A Preferred shares resulted in the issuance of 96,900,000 common shares being issued.

Series B

Pursuant to a Consulting Agreement dated June 14, 2022, one million (1,000,000) new shares of Series B Preferred Stock were issued to Trillium Partners LP, for services rendered.

Common Stock

The Company is authorized to issue 1,500,000,000 shares of common stock with par value of $0.001 per share. Following the reverse merger in June of 2022, there were a total of 150,218,141 common shares issued and outstanding.

The Company issued a total of 31,375,000 common shares pursuant to its prior Regulation 1-A POS offering filed with the Securities and Exchange commission as of September 23, 2022. Under such offering, the Company could issue up to 100,000,000 shares at an offering price of $0.008.

There is a total of 200,197,317 common shares currently issued and outstanding.

F-14

Warrants

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the six months ended June 30, 2023 are as follows:

	June 30, 2023
Exercise price	$	0.001
Expected dividends		0
Expected volatility		219.33	%
Risk free interest rate		3.60	%
Expected life of warrant		7.00 years

Warrant Activities

The following is a summary of the Company’s warrant activity:

	Warrant		Weighted Average Exercise Price
Balance – January 1, 2023 – outstanding		265,000,000	$	0.0055
Granted		185,000,000		0.001
Exercised		-		-
Forfeited/Cancelled		-		-
Balance – June 30, 2023 – outstanding		450,000,000		0.00365
Balance – June 30, 2023 – exercisable		450,000,000	$	0.00365

During the six months ended June 30, 2023, a total of 185,000,000 warrants were issued with convertible notes (See Note 6 above).

The outstanding warrants had a grant date relative fair value of $1,125,000 using a Black-Scholes option-pricing model and the above assumptions.

As of June 30, 2023, the weighted average term of the notes is 6.61 years.

Note 9 - Commitments and Contingencies

Legal

In the normal course of business, the Company may become involved in various legal proceedings. The Company knows of no pending or threatened legal proceeding to which the Company is or will be a party that, if successful, might result in material adverse change in the Company’s business, properties or financial condition.

Note 10 - Subsequent Events

[End]

F-15

Balincan USA Inc

Condensed Consolidated Balance Sheets

	December 31, 2022			(As Restated for Reverse Merger) December 31, 2021
	(Unaudited)			(Unaudited)
ASSETS:
Current assets:
Cash	$	117,007		$	59,920
Accounts Receivable		320,009			943,874
Total Current Assets		437,016			1,003,794

Software & intellectual property		1,802,833			1,223,833
Deposits and other assets		10,395			10,395

Total Assets	$	2,250,244		$	2,238,022

LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	1,478,798		$	651,563
Note payable, net of debt discount and issuance costs		390,885			200,000
Derivative Liability		9,430,936			-
Convertible notes, net of debt discount and issuance costs		992,169			-
Line of credit		43,747			761,636
Total Current Liabilities		12,336,535			1,613,199

Notes Long term		159,995			160,581
Total Long-Term Liabilities		159,995			160,581

Total liabilities		12,496,530			1,773,780

Shareholder’s Equity:
Series A Preferred Stock 10,000,000 authorized, $0.001 par value, 9,962,000 issued and outstanding		9,962			10,000
Series B Preferred Stock 1,000,000 authorized and outstanding, $0.001 par value, 1,000,000 issued and outstanding		1,000			-
Common Stock, 1,500,000,000 authorized, $0.001 par value, 150,218,141 issued and outstanding		150,218			-
Additional paid in capital		3,240,375			581,368
Accumulated deficit		(13,647,841	)		(127,126	)
Total Stockholder Deficit		(10,246,286	)		464,242
Total Liabilities and Shareholder’s Equity		2,250,244			2,238,022

F-16

Balincan USA Inc

Condensed Consolidated Statements of Operations

(Unaudited)

Twelve Months Twelve Months

Ended Ended

Dec 31, 2022 Dec 31, 2021

Revenue 2,036,300 2,773,418

Cost of Goods Sold 1,242,310 1,637,976

Gross Profit 793,989 1,135,442

Operating Expenses

Stock Based Compensation 2,148,686

Selling, General and Administrative Expenses 2,149,964 1,288,113

Total Operating Expenses 4,297,650 1,288,113

Loss From Operations (3,503,661 ) (152,671 )

Other Expense

Interest Expense (257,449 ) (50,916 )

Accretion of Debt Discount (328,669 )

Total Other Income (586,118 ) (50,916 )

Net Loss (4,089,779 ) (203,587 )

Deemed Dividend (9,430,936 )

Net Loss Attributable To Common Shareholders (13,520,715 ) (203,587 )

Per-share data

Basic and Diluted Loss Per Share (0.17 )

Weighted Average Number of Common Shares Outstanding 78,278,099

F-17

Balincan USA Inc

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

As of December 31, 2022

	Series A Preferred Stock						Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Shareholder’s
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Equity

Balance – December 31, 2021 (As Restated for Reverse Merger)		10,000,000		$	10,000				$		$				$	581,368		$	(127,126	)	$	464,242

Issuance of shares		-			-			-		-		53,318,141		53,318		(53,318	)		-			-
Stock warrants issued		-			-			-		-		-		-		661,500			-			661,500
Stock based compensation		-			-			1,000,000		1,000		-		-		2,147,687			-			2,148,687
Conversion of Preferred Stock to Common Stock		(38,000	)		(38	)		-		-		96,900,0000		96,900		(96,862	)		-			-
Dividends		-			-			-		-		-		-		-			(9,430,936	)		(9,430,936	)
Net loss for the twelve months ended December 31, 2022		-			-			-		-		-		-		-			(4,089,779	)		(4,089,779	)
Balance – December 31, 2023		9,962,000		$	9,962			1,000,000	$	1,000		150.218,141	$	150,218					(13,647,841	)		(10,246,286	)

F-18

Balincan USA Inc

Condensed Consolidated Statements of Cash Flows

	Twelve Months			Twelve Months
	Ended			Ended
	Dec 31, 2022			Dec 31, 2021
	(unaudited)			(unaudited)

Cash Flows From Operating Activities:
Net Loss	$	(4,089,779	)	$	(203,587	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities
Accretion Of Debt Discount		328,669			-
Stock Based Compensation		2,148,686			-
Changes in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		623,865			(351,912	)
Other Current Assets					(3,465	)
Accounts Payable And Accrued Liabilities		814,513			815,154
Net Cash Provided by Operating Activities		(174,046	)		256,190

Cash Flows From Investing Activities:
Purchase of Software & Intellectual Property		(579,000	)		(288,000	)
Net Cash Used in Investing Activities		(579,000	)		(288,000	)

Cash Flows From Financing Activities:
Proceeds From Issuance of Convertible Notes		1,325,000			-
Proceeds From Issuance of Note Payable		221,088			15,481
Line Of Credit (Repayments)		(705,166	)
Repayment of Note Payable		(30,789	)
Net Cash Provided By Financing Activities		810,133			15,481

Net Change in Cash		57,087			(16,329	)

Cash - Beginning of Period		59,920			76,249

Cash - Ending of Period	$	117,007		$	59,920

Supplemental Disclosures of Cash Flow Information:
Cash Paid For Interest		-			-
Cash Paid For Taxes		-			-

Supplemental Schedule of Non-Cash Financing Activities:

Deemed Dividend	$	9,430,936		$	-
Stock Warrants Issued with Note Payable	$	661,500		$	-

F-19

NOTES TO FINANCIAL STATEMENTS – FOR THE TWELVE MONTHS ENDED DECEMBER 2022 AND DECEMBER 2021

Note 1 - Description of Business

Organization and History

The Original Share Exchange Agreement, Reverse Merger and Reorganization

On August 24, 2015, the Company filed an Amended Certificate of Incorporation, in which it changed its name to Balincan USA, Inc. (“Balincan”).

The 2022 Contribution Agreement and Reorganization

In conjunction with the change of control, the Company also issued one million (1,000,000) shares of a newly designated Series B Preferred Stock as consideration for services rendered pursuant to a third-party consulting agreement. The Series B Preferred stock is junior to the Series A Preferred Stock upon liquidation, but is senior to all other classes of stock, is non-voting, and may be converted into 9.99% of the Company’s fully diluted common stock, non-dilutive for a period of eighteen months.

F-20

To effectuate the reverse merger, consideration of 53,318,141 shares of the Company’s common stock were retained. This is inclusive of the prior Series A Preferred Stock and Series C Preferred Stock along with the $375,000 of unsecured Notes converted into common stock

Note 2 - Summary of Significant Accounting Policies

Use of Estimates and Critical Accounting Estimates and Assumptions

Actual results could differ from those estimates.

Principles of consolidation

The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.

All inter-company balances and transactions have been eliminated.

F-21

Fair Value of Financial Instruments

The fair value measurement disclosures are grouped into three levels based on valuation factors:

●

Level 1 – quoted prices in active markets for identical investments

●

Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

●

Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The Company’s Level 1 assets/liabilities include cash, accounts receivable, accounts payable, and other current assets. Management believes the estimated fair value of these accounts at December 31, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

The table below under Derivative Liabilities provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:

Fair Value Measurements as of December 31, 2022

Total

Quoted
Prices
in Active
Markets
for
Identical
Assets or
Liabilities
(Level 1)

Quoted
Prices
for
Similar Assets or
Liabilities
in
Active
Markets (Level 2)

Significant
Unobservable
Inputs
(Level 3)

Liabilities:

Derivative liabilities

9,430,936

Total Liabilities

9,430,936

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk and Other Risks and Uncertainties

F-22

Long-lived Assets Including Goodwill and Other Acquired Intangible Assets

Commitments and Contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Liability

F-23

Revenue Recognition

We determine revenue recognition through the following steps:

●

identification of the contract, or contracts, 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, we satisfy a performance obligation.

Tekumo is an intelligent service delivery platform that solves the “last-mile” of installing, monitoring, and maintaining technology systems and smart connected devices. It connects enterprises, retailers, and OEM’s with local skilled resources to install and maintain technology systems.

As the Company performs services on specific activities in accordance with a customer service agreement or statement of work, it recognizes revenue when that activity has been completed.

Accounts Receivable and Allowances

Accounts receivable are recorded and carried when the Company has performed the work in accordance with the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the year ended December 31, 2022 and 2021, the Company recorded $0 and $0, respectively as a bad debt expense. As of December 31, 2022 and December 31, 2021, the Company has an allowance for doubtful accounts of $0 and $0, respectively.

Stock-Based Compensation

F-24

Advertising Expense

The Company expenses marketing, promotions and advertising costs as incurred. For the year ended December 31, 2022 and 2021, such costs were considered insignificant.

Loss Per Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2021 and 2020 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

The Company had the following common stock equivalents at December 31, 2022 and 2021:

	December 31
	2022		2021
Series A Preferred Stock		2,544,094,436		-
Series B Preferred Stock		300,436,282		-
Series C Preferred Stock		-		-
Convertible notes		294,995,890		-
Warrants		265,000,000		-
Totals		3,404,526,608		-

Recently Adopted Accounting Guidance

Recent Accounting Guidance Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU 2016-13 for small reporting companies to interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Company does not believe the adoption will have a material impact on the Company’s consolidated financial statements. The adoption of the guidance will affect disclosers and estimates around accounts receivable.

F-25

In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.

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

Note 3 - Going Concern

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, as of December 31, 2022, the Company had an accumulated deficit of $13.6 million and a net loss of $4.1 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-26

Note 4 - Notes Payable

The Company’s subsidiary, Tekumo LLC, has outstanding promissory notes with a principal of $ 290,000 and accrued interest of $174,200 as of December 31, 2022. The notes were originally issued with a principal of $400,000 of which $110,000 has been repaid. They carry an interest rate of 10% per annum, an original issue discount of 20%, and a maturity of April 18, 2023.They may be converted into equity securities of a Qualified financing of $500,000 upon the same terms in the financing or the Regulation A price upon a Change of Control.

SBA EIDL Loan: On 6/6/2020 Tekumo borrowed $104,200.00 with a maturity of 30 years at 3.75% interest from the Small Business Administration (“SBA”) through an Economic Injury and Disaster Loan. Subsequent advances of $55,795 were borrowed on 6/30/2022 through 2/26/2021 with a maturity of 30 years at 3.75% interest. The SBA has a continuing security interest in all assets.

Note 5 - Line of Credit

Tekumo also had a line of credit with one of its vendors of $63,614. This carries no interest rate and was paid off post June 30, 2022. It also carries an American Express line of credit of $100,100 with a current balance of $79,898 that carries a 10% interest rate.

Note 6 - Convertible Notes

During the year ended December 31, 2022, the Company entered into $1,457,500 in Secured Convertible Promissory Notes. The Notes were issued with an original issue discount of $132,500 and the Company received $1,325,000 in cash. The Notes have a maturity of one-year, carry an interest rate of 4% per annum, and may be converted into common shares at a conversion price of $0.005. In the event of a Qualified Offering in which the Company raises at least $5,000,000, $0.50 of every dollar after the initial $2,500,000 shall be utilized to repay the principal and interest due on the Notes. As additional consideration for entering in the convertible notes, the Company issued a seven-year warrant to purchase 265,000,000 shares of the Company’s common stock at a purchase price of $0.0055 per share.

The Company initially recorded $ 661,501 of debt discount relating to 265,000,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance and $132,500 from the original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost and has a balance of $465,331 as of December 31, 2022.

Note 7 - Derivative Liabilities

The Company has identified derivative instruments arising from the anti-dilution feature in the Company’s Preferred Stock during the year ended December 31, 2022. For the terms of the anti-dilution features see Note 8. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.

F-27

The following are the changes in the derivative liabilities during the year ended December 31, 2022.

	Year Ended December 31, 2022
	Level 1		Level 2		Level 3
Derivative liabilities as January 1, 2022	$	-	$	-	$	-
Addition		-		-		9,430,936
Changes in fair value		-		-		-
Extinguishment		-		-		-
Derivative liabilities as December 31, 2022	$	-	$	-	$	9,430,936

Note 8 - Stockholders’ Equity

Preferred Stock

Series A

The conversion of 38,000 Series A Preferred shares resulted in the issuance of 96.900,000 common shares being issued.

Series B

Pursuant to a Consulting Agreement dated June 14, 2022, one million (1,000,000) new shares of Series B Preferred Stock were issued to Trillium Partners LP, for services rendered.

F-28

Common Stock

The Company is authorized to issue 1,500,000,000 shares of common stock with par value of $0.001 per share. There is a total of 150,218,141 common shares issued and currently outstanding.

Warrants

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the year ended December 31, 2022 are as follows:

	December 31, 2022
Exercise price	$	0.0055
Expected dividends		0
Expected volatility		219.33% - 223.23	%
Risk free interest rate		3.60% - 3.97	%
Expected life of warrant		7.00 years

Warrant Activities

The following is a summary of the Company’s warrant activity:

	Warrant		Weighted Average Exercise Price
Balance – January 1, 2022 – outstanding		-		-
Granted		265,000,000		0.0055
Exercised		-		-
Forfeited/Cancelled		-		-
Balance – December 31, 2022 – outstanding		265,000,000		0.0055
Balance – December 31, 2022 – exercisable		265,000,000	$	0.0055

During the year ended December 31, 2022, a total of 265,000,000 warrants were issued with convertible notes (See Note 6 above). The warrants have a grant date relative fair value of $661,501 using a Black-Scholes option-pricing model and the above assumptions.

As of December 31, 2022, the weighted average term of the warrants is 6.59 years.

Note 9 - Commitments and Contingencies

Legal

Note 10 - Subsequent Events

The Company has evaluated subsequent events after the balance sheet date and based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes.

[End]

F-29

EX1A-4 SUBS AGMT 3 ea186264ex4-1_balincanusa.htm SUBSCRIPTION AGREEMENT

Exhibit 4.1

BALINCAN USA, INC. CORPORATION

SUBSCRIPTION AGREEMENT

Regulation A SHARES

THIS SUBSCRIPTION AGREEMENT made as of the ____ day of _______________________, 2023 between BALINCAN USA, INC. CORPORATION, a corporation organized under the laws of the State of Delaware, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).

WHEREAS, the Company desires to sell registered Regulation A shares of Common Stock (collectively, the “Shares”), at a purchase price of $0.001 per Share and per the terms set forth in the Company’s Form 1-A POS (as amended) which was originally filed on October 3, 2023, and declared Effective by the SEC on [*] (the “Offering”).

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.1. Subscription for Shares. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such aggregate amount of Shares as is set forth upon the signature page hereof; and the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company’s right to sell to the Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by wire transfer, or certified or bank checks made payable to “BALINCAN USA, INC. CORPORATION” and delivered contemporaneously with the execution and delivery of this Subscription Agreement to the Company’s address set forth in the FORM 1-A.

1.2. Form 1-A Registered Shares. The Subscriber acknowledges that the Shares being purchased herein are shares of Common Stock qualified in the Company’s Form 1-A (as amended) which was originally filed on October 3, 2023.

1.3. Investment Purpose. The Subscriber represents that the Shares (the “Securities”) are being purchased for his or her or its own account, for investment purposes only and not for distribution or resale to others in contravention of the registration requirements of the 1933 Act. The Subscriber agrees that it will not sell or otherwise transfer the Securities unless they are registered under the 1933 Act or unless an exemption from such registration is available.

1.4. Investor Eligibility. Subscriber represents and warrants that either (i) Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, and that it can bear the economic risk of any investment in the Shares; or (ii) Subscriber is not an accredited investor and the funds invested through this Agreement do not exceed 10% of the Subscriber’s annual income or net worth.

1.5. Domicile. Subscriber represents and warrants that his, her, or its Domicile matches the address listed on the signature page of this Agreement. For individuals, Domicile means actual state of residency. For corporate entities, Domicile means (i) state of incorporation/organization; or (ii) principal place of business.

1.6 RISK OF INVESTMENT. THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OF THE SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING, WITHOUT LIMITATION, ANY AND ALL RISKS DISCUSSED IN THIS SUBSCRIPTION AGREEMENT. AN INVESTMENT IN THE COMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S ENTIRE INVESTMENT.

(a) Risk of Loss of Investment. An investment in the Company and the Shares offered hereby involve a high degree of risk. An investment in the Shares is suitable only for investors who can bear a loss of their entire investment.

(b) Value of Shares is Speculative. The terms of this offering have been determined arbitrarily by the Company. There is no relationship between such terms and the Company’s assets, earnings, book value and/or any other objective criteria of value.

(c) Dependence on Net Proceeds; No Minimum Offering. The Company is dependent upon the net proceeds of this Offering to fund its operations, as more specifically described elsewhere in this Subscription Agreement. There is no commitment by any person to purchase Shares and there is no assurance that any number of Shares will be sold. Additionally, there is no minimum amount of funds that are required to be raised in order for the Company to accept subscriptions received from investors and the Company’s may terminate this Offering prior to the expiration of the Offering Period. There is no assurance that the Company will sell a sufficient number of Shares in this Offering on a timely basis or that the net proceeds after payment of debts and other obligations will be adequate for the Company’s needs.

(d) Need for Additional Capital; Additional Private Placement. The net proceeds raised by the Company from this Offering will be used immediately to fund the Company’s current operations. The Company will therefore require significant additional financing shortly after this Offering, regardless of the net proceeds received, in order to satisfy its cash requirements. The Company may seek to raise additional funds in private placement transactions. However, there is no assurance that it will be able to do so in a timely manner or on terms that will enable it to enter its proposed business on a reasonable basis.

1.7 Information. The Subscriber acknowledges receipt and full and careful review and understanding of this Subscription Agreement and of the Form 1-A (as amended) which was originally filed on September 23, 2022.

1.8 No Representations or Warranties. The Subscriber hereby represents that, except as expressly set forth in the Form 1-A, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, or affiliate of the Company and in entering into this transaction the Subscriber is not relying on any information other than that contained in the Form 1-A and the results of independent investigation by the Subscriber.

1.9 Tax Consequences. The Subscriber acknowledges that this Offering of the Shares may involve tax consequences and that the contents of the Form 1-A does not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Shares.

1.10 Transfer or Resale. The Subscriber understands that the Shares purchased herein were qualified in the Form 1-A under the Securities Act of 1933 Act, but that Subscriber will be required by the transfer agent or Subscriber’s brokerage firm to obtain a legal opinion from securities counsel to deposit and sell the Shares.

2.1 Organization and Registration. The Company and its “Subsidiaries” (which for purposes of this Subscription Agreement means any entity in which the Company, directly or indirectly, owns capital stock and holds a majority or similar interest) are duly organized and validly existing in good standing under the laws of the jurisdiction in which they were organized, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted.

2.2 Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement and to issue the Securities in accordance with the terms of the Form 1-A.

3.1 Closing and Termination of Offering. Provided that the required conditions to closing set forth herein have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth herein, and each of which shall be deemed a “Closing” hereunder.

4.1 The obligation of the Company hereunder to issue and sell Shares to the Subscriber at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Subscriber with prior written notice thereof:

4.2 Execution and Delivery. The Subscriber shall have executed this Subscription Agreement and delivered the same to the Company.

4.3 Purchase Price. The Subscriber shall have paid the purchase price for the Shares being purchased by the Subscriber at the Closing in the manner set forth in Section 1.1.

4.4 Representations and Warranties. The representations and warranties of the Subscriber shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time, and the Subscriber shall have performed, satisfied, and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied, or complied with by the Subscriber at or prior to the Closing.

4.5 Other Matters. All opinions, certificates and documents and all proceedings related to this Offering shall be in form and content reasonably satisfactory to the Company and its legal counsel.

4.6 Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Subscription Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company at the address set forth in the Form 1-A, Attn. Strings D.E. Kozisek, CEO.

If to the Subscriber, to its address and email or facsimile number set forth at the end of this Subscription Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness of such change.

Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clauses (a), (b) or (c) above, respectively.

4.7 Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or written agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Subscription Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters.

4.8 Severability. If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this Subscription Agreement in any other jurisdiction.

4.9 Governing Law; Jurisdiction. This Agreement shall be governed by and construed solely in accordance with the internal laws of the State of Delaware with respect to contracts executed, delivered and to be fully performed therein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising under this Agreement or the consummation of the transactions contemplated hereby, shall be brought solely in a federal or state court located in the State of Delaware. By its execution hereof, Company and Subscriber hereby expressly and irrevocably submits to the in personam jurisdiction of the federal and state courts located in the State of Delaware and agree that any process in any such action may be served upon him or her personally, or by certified mail or registered mail upon such party or such agent, return receipt requested, with the same full force and effect as if personally served upon such party in Delaware. The parties hereto each waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.

4.10 Headings. The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Subscription Agreement.

4.11 Successors and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Company shall not assign this Subscription Agreement or any rights or obligations hereunder. Subscriber may assign some or all of its rights hereunder without the consent of the Company, provided, however, that any such assignment shall not release the Subscriber from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

4.12 No Third-Party Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

4.13 Survival. The representations and warranties of the Company and the Subscriber contained in herein shall survive the Closing for a period of twelve (12) months.

4.14 Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Subscription Agreement by counsel to the Company; (c) it has either been represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal and binding effect.

4.15 Confidentiality. The Subscriber agrees that it shall keep confidential and not divulge, furnish, or make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of the Company contained in the Form 1-A to which it has become privy by reason of this Subscription Agreement.

4.16 Counterparts. This Subscription Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned Subscriber(s) have executed this Balincan USA, Inc. Corporation Subscription Agreement for Regulation A Shares as of the date first written above. The Company’s acceptance of such subscription is as of the date shown below.

SUBSCRIBER**		CO-SUBSCRIBER**
Date: _____________		Date: _____________

Signature of Subscriber		Signature of Co-Subscriber

Name of Subscriber [Please Print]		Name of Co-Subscriber [Please Print]

Address of Subscriber		Address of Co-Subscriber

SSN or Tax ID of Subscriber

State of incorporation/corporate domicile (if different than the address listed above): _________________________.

Please provide the exact names that you wish to see on the certificates

(1)

For individuals, print full name of subscriber.

(2)

For joint, print full name of subscriber and all co-subscribers.

(3)

For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,” “etc.,” “LLC,” “LP,“etc.

(4)

For Trusts, print trust name (please contact your trustee for the exact name that should appear on the certificates.)

Dollar Amount of Shares Subscribed For (Number of Shares):

(

)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

		Dollar Amount of
		Subscription Accepted:

			SUBSCRIPTION ACCEPTED BY THE COMPANY BALINCAN USA, INC. CORPORATION

Date:			By:
			Strings D.E. Kozisek, CEO

If Subscriber is a Registered Representative with an FINRA member firm or an affiliated person of an FINRA member firm, have the acknowledgment to the right signed by the appropriate party: The undersigned FINRA Member firm acknowledges receipt of the notice required by Rule 3040 of the FINRA Conduct Rules.

Name of FINRA Member Firm

By:
Authorized Officer

EX1A-6 MAT CTRCT 4 ea186264ex6-11_balincanusa.htm CONVERTIBLE PROMISSORY NOTE DATED 06/15/2023

Exhibit 6.11

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $88,000.00

THE ORIGINAL ISSUE DISCOUNT IS $8,000.00

Principal Amount: $88,000.00		Issue Date: June 15, 2023
Purchase Price: $80,000.00

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Balincan USA, Inc., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of TRILLIUM PARTNERS L.P., a Delaware limited partnership or registered assigns (the “Holder”) the sum of $88,000.00 together with any interest as set forth herein, on or by June 15, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balancehereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Notwithstanding anything contained herein to contrary, in the event of a Qualified Offering prior to the Maturity Date, the Company shall pay to the Holder, $0.10 of each dollar received in the Qualified Offering after the initial $2,500,000.00 of proceeds (in the aggregate) which shall be utilized to pay the principal, interest and any other amounts due pursuant to this Note, and such payment shall not be subject to any prepayment premium pursuant to Section 1.7 or otherwise. A “Qualified Offering” shall mean any offering of the common stock of the Company following the date of this Note inan aggregate amount of at least $5,000,000.00 pursuant to Regulation A of the Securities Act of 1933, asamended (the “Act”), Regulation D of the Act; or pursuant to a Registration Statement filed with the Securities and Exchange Commission pursuant to the Act. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein pursuant to Section 1.7. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum (or the highest amount of interest allowed by law if such amount is lower) from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all liens, claims and encumbrances with respect to the issue thereofand shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

This Note is one of a series Convertible Secured Promissory Notes of like kind and tenor issued by the Borrower pursuant to the Purchase Agreement (collectively with this Note, the “Notes”), and having an aggregate principal amount of up to $286,000.00 and issued to certain persons and entities (collectively, the “Holders”). The Company shall maintain a ledger of all Holders. The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time during the conversion period specified in Section1.4(a), and at any time during the period wherein this Note remains outstanding, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal, interest and default (if any) amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expectedto result in, notice) to the Borrower before 6:00 p.m., Eastern time on such conversion date(the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00 pm, Eastern time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.2 Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined herein) (representing a discount rate of 50%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

1.1 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note and Warrant to purchase common stock of the Borrower issued pursuant to the Purchase Agreement. The Borrower is required at all times that this Note is convertible and the Warrant is exercisable to have authorized and reserved the number of shares that is actually issuable upon full conversion of this Note and Warrant multiplied by four (4) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

1.2 Method of Conversion.

(a) Mechanics of Conversion. From time totime, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the absence of fraud or manifest error, the Borrower’s records shall be binding on the Holder and the Borrower.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $1,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.3 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free ofany transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer iseffected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company doesnot reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.4 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (i) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (ii) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

1.5 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accruedinterest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7 without the Holder’s prior written consent.

Prepayment Period		Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		150%

After the expiration of the Prepayment Period, the Borrower shall have no right of prepayment. Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business, unless this Note is being repaid or converted in connection with such transaction. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.2 Security Interest.

(a) The indebtedness evidenced by this Note and the payment of the Principal Amount and Interest is and shall be Junior (as hereinafter defined) to all Senior indebtedness, but shall have priority in right of payment over, all non-Senior indebtedness of Borrower now outstanding. “Junior,” as used herein, shall be deemed to mean that, in the event of any default in the payment of the obligations represented by this Note (after giving effect to “cure” provisions, if any) or of any liquidation, insolvency, bankruptcy, reorganization or similar proceedings relating to the Borrower, all sums payable on or under this Note are and shall be subordinated in right of payment to any Senior indebtedness, but shall first be paid in full, with Interest, if any, before any payment is made upon any other non-Senior indebtedness, now outstanding or hereinafter incurred, and, in any such event, any payment or distribution of any character which shall be made in respect of any other non-Senior indebtedness of Borrower shall be paid over to Holder for application to the payment hereof, unless and until the obligations under this Note (which shall mean the Principal Amount, Interest and any costs and expenses payable under this Note) shall have been paid andsatisfied in full. “Senior indebtedness” shall mean an existing accounts receivable line of credit of Tekumo LLC, SBA EIDL loans of $200,000 of Tekumo LLC, and all other Senior Indebtedness as defined in the Security Agreement referenced in Section 2.2(b) below.

(b) This Note shall be secured by a perfected lien and security interest in all of the assets of the Borrower pursuant to the terms of a certain Security Agreement dated as of the date hereof (the “Security Agreement”), by and between the Borrower and the Collateral Agent named therein.

(c) Holder agrees to cooperate with Borrower and any holder of Senior indebtedness to execute any documents reasonably requested by Borrower or any such holder of Senior indebtedness in order to further document and evidence the purpose and intent of this Section 2.2.

ARTICLE III. EVENTS OF DEFAULT

3.1 Events of Default. If any of the following events of default (each, an “Event of Default”) shall occur:

(a) Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

(b) Conversion and the Shares. The Borrower refuses to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant tothis Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs itstransfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Noteas and when required by this Note (or makes any written announcement, statement or threat that it doesnot intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(c) Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limitedto the Purchase Agreement, the Warrant, the Security Agreement and such breach continues for a periodof ten

(10) days after written notice thereof to the Borrower from the Holder.

(d) Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant heretoor in connection herewith (including, without limitation, the Purchase Agreement and the Security Agreement), shall be false or misleading in any material respect when made and the breach of which has(or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note, the Purchase Agreement or the Security Agreement.

(e) Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

(f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

(g) Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintainedby the OTC Markets Group) or an equivalent replacement exchange.

(h) Failure to Comply with the Disclosure Requirements. The Borrower shall fail to comply with the reporting requirements of the OTCMarkets and fail to maintain the Pink check mark, current information, disclosure status.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

(j) Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

(k) Financial Statement Restatement. The restatement of any financialstatements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for anydate or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un- restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

(l) Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

(m) Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) toapply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

3.2 Remedies.

(a) Upon the occurrence andduring the continuation of any Event of Default specified in this Article III (other than Section 3.1(a) exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Section 3.1 (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1(a) hereof),the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to: 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest,if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(e) hereof (the “Default Amount”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

(b) If the Borrower fails to pay the Default Amount within ten (10) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally delivered, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by email, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon delivery or transmission by email, , at the addressor number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of deposit with express a courier service, fully prepaid, addressed to such address, or upon actual receipt of such delivery, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

Balincan USA, Inc.

555 Middle Creek Parkway, Suite 100

Colorado Springs, CO 80921

Attn: Phillip Dignan, President/Chief Financial Officer

Email: pdignan@tekumo.com

If to the Holder:

TRILLIUM PARTNERS L.P.

Executive Pavillion, 90 Grove Street

Ridgefield, CT 06877

Attn: Stephen Hicks, Manager of the General Partner

e-mail: shicks@southridge.com

4.3 Amendments. This Note and any provision hereof may only be waived or amended by an instrument in writing signed by the Borrower and the Holders of Notes holding a majority of the outstanding principal amount of the Notes. Any waiver or amendment of this Agreement effected pursuant to the foregoing sentence shall be binding on the Borrower and all Holders. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Most Favored Nation. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice (the “MFN Notice”) thereof promptly but in no event less than 10 days prior to closing any financing transactions. Included with the MFN Notice shall be a copy of all documentation relating to such financing transaction and shall include, upon written request of the Holder, any additional information related to such subsequent investment as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments evidencing the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock. “Exempt Issuance” means the issuance of: (a) shares of Common Stock or options to employees, officers, consultants, advisors or directors of the Borrower pursuant to any stock or option plan duly adopted for such purpose by a majority of the members of the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of this Note and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Borrower, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Borrower and in which the Borrower receives benefits in addition to the investment of funds, but shall not include a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

4.5 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

4.6 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.7 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Delaware or in the federal courts located in Delaware. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note 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 Note 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 law.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement and the Security Agreement.

4.9 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

[Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on the date first written above.

Balincan USA, Inc.

By:
	Phillip Dignan
	President/Chief Financial Officer

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Balincan USA, Inc., a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of June 15, 2023 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

	Date of conversion:	_____________________
	Applicable Conversion Price:	$_____________________
	Number of shares of common stock to be issued pursuant to conversion of the Notes:	_____________________
	Amount of Principal Balance due remaining under the Note after this conversion:	_____________________

	TRILLIUM PARTNERS L.P.

	By:
		Stephen Hicks, Manager of the General Partner

EX1A-6 MAT CTRCT 5 ea186264ex6-12_balincanusa.htm CONVERTIBLE PROMISSORY NOTE DATED 06/15/2023

Exhibit 6.12

THE ISSUE PRICE OF THIS NOTE IS $82,500.00

THE ORIGINAL ISSUE DISCOUNT IS $7,500.00

Principal Amount: $82,500.00

Issue Date: June 15, 2023

Purchase Price: $75,000.00

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Balincan USA, Inc., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of J.P. CAREY LIMITED PARTNERS L.P., a Georgia limited partnership or registered assigns (the “Holder”) the sum of $82,500.00 together with any interest as set forth herein, on or by June 15, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balancehereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Notwithstanding anything contained herein to contrary, in the event of a Qualified Offering prior to the Maturity Date, the Company shall pay to the Holder, $0.10 of each dollar received in the Qualified Offering after the initial $2,500,000.00 of proceeds (in the aggregate) which shall be utilized to pay the principal, interest and any other amounts due pursuant to this Note, and such payment shall not be subject to any prepayment premium pursuant to Section 1.7 or otherwise. A “Qualified Offering” shall mean any offering of the common stock of the Company following the date of this Note inan aggregate amount of at least $5,000,000.00 pursuant to Regulation A of the Securities Act of 1933, asamended (the “Act”), Regulation D of the Act; or pursuant to a Registration Statement filed with the Securities and Exchange Commission pursuant to the Act. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein pursuant to Section 1.7. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum (or the highest amount of interest allowed by law if such amount is lower) from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

ARTICLE I. CONVERSION RIGHTS

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

1.2 Method of Conversion.

(a) Mechanics of Conversion. From time totime, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile,e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

1.4 Effect of Certain Events.

Prepayment Period		Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		150%

ARTICLE II. CERTAIN COVENANTS

2.2 Security Interest.

ARTICLE III. EVENTS OF DEFAULT

3.1 Events of Default. If any of the following events of default (each, an “Event of Default”) shall occur:

(b) Conversion and the Shares. The Borrower refuses to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant tothis Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs itstransfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Noteas and when required by this Note (or makes any written announcement, statement or threat that it doesnot intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall bepaid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(10) days after written notice thereof to the Borrower from the Holder.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.2 Remedies.

ARTICLE IV. MISCELLANEOUS

If to the Borrower, to:

Balincan USA, Inc.

555 Middle Creek Parkway, Suite 100

Colorado Springs, CO 80921

Attn: Phillip Dignan, President/Chief Financial Officer

Email: pdignan@tekumo.com

If to the Holder:

J.P. CAREY LIMITED PARTNERS L.P.

800 Cooper Sandy Cove

Alpharetta GA 30004

Attn: Joseph C. Canouse, Manager of the General Partner

e-mail: joe@thinkpinkllc.com

4.6 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement and the Security Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on the date first written above.

Balincan USA, Inc.

By:
	Phillip Dignan
	President/Chief Financial Officer

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Balincan USA, Inc., a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of June 15, 2023 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

	☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

		Name of DTC Prime Broker:
		Account Number:

☐

	Date of conversion:	_____________________
	Applicable Conversion Price:	$_____________________
	Number of shares of common stock to be issued pursuant to conversion of the Notes:	_____________________
	Amount of Principal Balance due remaining under the Note after this conversion:	_____________________

J.P. CAREY LIMITED PARTNERS L.P.

By:
	Joseph C. Canouse, Manager of the General Partner

EX1A-6 MAT CTRCT 6 ea186264ex6-13_balincanusa.htm CONVERTIBLE PROMISSORY NOTE DATED 06/15/2023

Exhibit 6.13

THE ISSUE PRICE OF THIS NOTE IS $33,000.00

THE ORIGINAL ISSUE DISCOUNT IS $3,000.00

Principal Amount: $33,000.00	Issue Date: June 15, 2023
Purchase Price: $30,000.00

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Balincan USA, Inc., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Ascension Ventures LLC, a Nevada limited liability company or registered assigns (the “Holder”) the sum of $33,000.00 together with any interest as set forth herein, on or by June 15, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Notwithstanding anything contained herein to contrary, in the event of a Qualified Offering prior to the Maturity Date, the Company shall pay to the Holder, $0.10 of each dollar received in the Qualified Offering after the initial $2,500,000.00 of proceeds (in the aggregate) which shall be utilized to pay the principal, interest and any other amounts due pursuant to this Note, and such payment shall not be subject to any prepayment premium pursuant to Section 1.7 or otherwise. A “Qualified Offering” shall mean any offering of the common stock of the Company following the date of this Note inan aggregate amount of at least $5,000,000.00 pursuant to Regulation A of the Securities Act of 1933, as amended (the “Act”), Regulation D of the Act; or pursuant to a Registration Statement filed with the Securities and Exchange Commission pursuant to the Act. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein pursuant to Section 1.7. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum (or the highest amount of interest allowed by law if such amount is lower) from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will

not impose personal liability upon the holder thereof.

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time during the conversion period specified in Section1.4(a), and at any time during the period wherein this Note remains outstanding, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal, interest and default (if any) amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., Eastern time on such conversion date(the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00 pm, Eastern time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note and Warrant to purchase common stock of the Borrower issued pursuant to the Purchase Agreement. The Borrower is required at all times that this Note is convertible and the Warrant is exercisable to have authorized and reserved the number of shares that is actually issuable upon full conversion of this Note and Warrant multiplied by four (4) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

1.4

Method of Conversion.

(a) Mechanics of Conversion. From time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

1.7 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7 without the Holder’s prior written consent.

Prepayment Period		Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		150%

ARTICLE II. CERTAIN COVENANTS

2.2 Security Interest.

(a) The indebtedness evidenced by this Note and the payment of the Principal Amount and Interest is and shall be Junior (as hereinafter defined) to all Senior indebtedness, but shall have priority in right of payment over, all non-Senior indebtedness of Borrower now outstanding. “Junior,” as used herein, shall be deemed to mean that, in the event of any default in the payment of the obligations represented by this Note (after giving effect to “cure” provisions, if any) or of any liquidation, insolvency, bankruptcy, reorganization or similar proceedings relating to the Borrower, all sums payable on or under this Note are and shall be subordinated in right of payment to any Senior indebtedness, but shall first be paid in full, with Interest, if any, before any payment is made upon any other non-Senior indebtedness, now outstanding or hereinafter incurred, and, in any such event, any payment or distribution of any character which shall be made in respect of any other non-Senior indebtedness of Borrower shall be paid over to Holder for application to the payment hereof, unless and until the obligations under this Note (which shall mean the Principal Amount, Interest and any costs and expenses payable under this Note) shall have been paid and satisfied in full. “Senior indebtedness” shall mean an existing accounts receivable line of credit of Tekumo LLC, SBA EIDL loans of $200,000 of Tekumo LLC, and all other Senior Indebtedness as defined in the Security Agreement referenced in Section 2.2(b) below.

ARTICLE III. EVENTS OF DEFAULT

3.1 Events of Default. If any of the following events of default (each, an “Event of Default”) shall occur:

(b) Conversion and the Shares. The Borrower refuses to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(c) Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement, the Warrant, the Security Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

(d) Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement and the Security Agreement), shall be false or misleading in any material respect when made and the breach of which has(or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note, the Purchase Agreement or the Security Agreement.

(g) Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

(k) Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un- restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

(m) Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

3.2

Remedies.

(a) Upon the occurrence and during the continuation of any Event of Default specified in this Article III (other than Section 3.1(a) exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Section 3.1 (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1(a) hereof),the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to: 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(e) hereof (the “Default Amount”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

	If to the Borrower, to:

	Balincan USA, Inc.
	555 Middle Creek Parkway, Suite 100
	Colorado Springs, CO 80921
	Attn: Phillip Dignan, President/Chief Financial Officer
	Email: pdignan@tekumo.com

	If to the Holder:

	Ascension Ventures LLC
	5961 Day Rider Ave.
	Las Vegas NV 89139
	Attn: Kimiko Leong, Manager of the General Partner
	e-mail: kikane24@yahoo.com

4.6 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement and the Security Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on the date first written above.

Balincan USA, Inc.

By:
	Phillip Dignan
	President/Chief Financial Officer

EXHIBIT A -- NOTICE OF CONVERSION

Box Checked as to applicable instructions:

	☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

		Name of DTC Prime Broker:
		Account Number:

☐

	Date of conversion:	_____________________
	Applicable Conversion Price:	$_____________________
	Number of shares of common stock to be issued pursuant to conversion of the Notes:	_____________________
	Amount of Principal Balance due remaining under the Note after this conversion:	_____________________

Ascension Ventures LLC

By:
	Kimiko Leong, Manager of the General Partner

EX1A-12 OPN CNSL 7 ea186264ex12-1_balincanusa.htm LEGAL OPINION AND CONSENT

Exhibit 12.1

Jeffrey Turner – Attorney at Law

897 Baxter Drive

So. Jordan, Utah 84095

(801) 810-4465

Admitted in the State of Utah

October 4, 2023

Strings Kozisek

Chief Executive Officer

Balincan USA, Inc.

555 Middle Creek Parkway, Suite 100

Colorado Springs, CO 80921

Dear Mr. Kozisek:

I have acted, at your request, as special counsel to Balincan USA, Inc., a Delaware corporation (the “Company”), for the purpose of rendering an opinion as to the legality of 500,000,000 shares of Company common stock, par value $0.001, offered by the Company and Selling Shareholders at a price of $0.001 per share of Company common stock to be offered and distributed by Company (the “Shares”), pursuant to a Tier 1 Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by Company with the U.S. Securities and Exchange Commission (the “SEC”) on Form 1-A POS, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

In rendering this opinion, I have reviewed (a) statutes of the State of Delaware, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of Company; (d) selected proceedings of the board of directors of Company authorizing the issuance of the Shares; (e) certificates of officers of Company and of public officials; (f) and such other documents of Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.

I have assumed (a) the Offering Statement filed on Form 1-A POS and all corresponding exhibits (collectively, the “Documents”) have been duly authorized and executed (except as it relates to the Company in which case the Documents have in fact been duly authorized and executed); (b) the persons who executed the Documents had the legal capacity to do so; and (c) the persons identified as officers are actually serving as such and that any shares issued under and pursuant to the Offering Statement will be properly authorized by one or more such persons.

Based upon my review described herein, it is my opinion the Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable.

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Delaware corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Delaware, as specified herein.

I hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

	Sincerely,

	JDT Legal, PLLC

	/s/ Jeffrey Turner
	Jeffrey Turner

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