S-1

As filed with the Securities and Exchange Commission on November 29, 2022

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

NEVADA, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	6199	92-875392
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(IRS employer identification number)

6605 Grand Montecito Parkway

Suite 100

Las Vegas, NV 8914

702-983-1256

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

Thomas C. Cook, Esq.

10470 W. Cheyenne Avenue, Suite 115, PMB 303

Las Vegas, Nevada 89129

(702) 524-9151

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

Copies to:

Thomas C. Cook, Esq.

10470 W. Cheyenne Avenue, Suite 115, PMB 303

Las Vegas, Nevada 89129

(702) 524-9151

tccesq@aol.com

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Offering Price (2)	Amount of Registration Fee (3)
Shares for sale by Our Company	5,000,000	$4.00	$20,000,000.00	$ 2,204.00
Shares for sale by Selling Shareholders	21,000,000	$4.00	$ 84,000,000.00	$ 9,256.80

.

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

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

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

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $4.00 per share. It is possible that the Company’s shares may never be quoted on the NASDAQ. The Company is currently listed on the OTC.

SUBJECT TO COMPLETION, DATED ____________ __, 2022.

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

PROSPECTUS

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

5,000,000 Shares of Common Stock

This prospectus will also allow us to issue up to 5,000,000 common shares and Selling Shareholders to sell 21,000,000 common shares (“Shares” or “Securities”) in our initial public offering. The proceeds from the sale of the shares by the company will be available for use by the company. The issuer will sell the common stock being registered in this offering at a fixed price of $4.00 per share. The company’s shares may never be quoted on the NASDAQ. The stock is currently traded on the OTC.

	Offering Price per Unit	Gross Proceeds to Our Company	Offering Expenses (1) (2)	Net Proceeds to Our Company	Net Proceeds to Selling Shareholders
Per Share (Initial Public Offering)	4.00	4.00	0.40	3.60	0
Per Share (Selling Shareholders)	4.00	0	0	0	4.00
Total	$20,000,000	$20,000,000.00	$2,000,000	$18,000,000

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

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

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

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

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

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

The date of this prospectus is November ___, 2022.

TABLE OF CONTENTS

Prospectus Summary	5
Risk Factors	7
Cautionary Note Regarding Forward-Looking Statements	11
Use of Proceeds	12
Capitalization	13
Dilution	14
Market for Common Equity and Related Stockholder Matters	15
Description of Business and Property	15
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Our Management	33
Security Ownership of Certain Beneficial Owners and Management	35
Certain Relationships and Related Party Transactions	36
Selling Shareholders	38
Description of Capital Stock	39
Plan of Distribution	39
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	41
Legal Opinion	42
Experts	42
Interests of Named Experts and Counsel	42
Additional Information	43
Report of Independent Registered Public Accounting Firm	46
Part II – Information Not Required in Prospectus	II-1
Exhibits List	II-2
Signatures	II-4

Unless otherwise specified, the information in this prospectus is set forth as of November__, 2022, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

PROSPECTUS SUMMARY

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

Our Company

The Company was incorporated on December 21, 2001, and is currently active in the state of Nevada

On September 24, 2020, GESI merged (the “Reverse Merger”) with and into ZB. ZB was the surviving corporation

in the Reverse Merger and became the Company’s wholly owned subsidiary.

Business Strategy

General European Strategic Investments, Inc. possesses 2 large assets, with growth potential within the next 12-24 months. These

are referred to as the following:

1. The Finland Exploration Assets

2. The Arbitration and Litigation Assets

The Finland assets consists of The Laakso Project which is 100%-owned by GESI’s wholly owned Swiss subsidiary, ZB Capital AG. GESI is the largest reservation permit holder in Finland’s prolific Kuusamo Mining District holding approx. 1200 square Kilometers of reservation permits and reservation permit applications as well as exploration permits, and reservation permits for 11 diamondiferrous kimberlite structures.

The second Assets is referred to the Arbitration and Litigation Assets as it refers to assets that the company has acquired via its

acquisition of a dormant company, the right to arbitration award rights in a potentially very large multi-billion-dollar arbitration

proceeding. The proceedings have only been slowed due to the COVID-19 pandemic, but the award is being fought and the company

expects to commence settlement discussions within this fiscal year.

In addition, GESI owns a 49%-interest in ColdPro LTD. (ColdPro), a private UK company specializing in waste management in the UK. ColdPro is a licensed UK-based integrated waste management business, and one of only six regulated approved authorized treatment facilities in the UK.

The current and anticipated future operations of the Company, including development activities and commencement of production on its properties, require permits from various federal, territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company's exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.

Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and permit requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. The amount of funds required to comply with all environmental regulations and to pay for compensation in the event of a breach of such laws may exceed the Company's ability to pay such amount.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation of existing or new laws, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties

Our executive offices are located at 6605 Grand Montecito Parkway, Suite 100, Las Vegas, NV 89149.

Our telephone number is 702-983-1256.

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

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

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

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

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

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

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

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

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

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

The Offering

This prospectus covers up to 5,000,000 common shares to be sold by the company at a price of $4.00 per share in a direct public offering and 21,000,000 also at $4.00 to be sold by Selling Shareholders.

ABOUT THIS OFFERING

Securities Being Offered	Up to 5,000,000 shares of General European Strategic Investments, Inc. to be sold by the company at a price of $4.00 per share of common stock and 21,000,000 also at $4.00 to be sold by Selling Shareholders of General European Strategic Investments, Inc.
Initial Offering Price	The company will sell up to 5,000,000 Units at a price of $4.00 per share and 21,000,000 also at $4.00 to be sold by Selling Shareholders.
Terms of the Offering	The company and selling shareholders will offer and sell the shares of its common stock at a price of $4.00 per share in a direct offering to the public.
Termination of the Offering	The offering will conclude when the company has sold all of the 5,000,000 shares of common stock offered by it. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company.
Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.

RISK FACTORS

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

Risks Relating to the Early Stage of our Company

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

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

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

Our company was formed in 2001 but we have not yet begun full scale operations. We have not licensed or sold any substantial amount of products commercially and do not have any definitive agreements to do so. We have not proven that our business model will allow us to generate a profit.

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

We had an accumulated deficit of ($158,521,970) as of June 30, 2022, and we expect to continue to incur significant set up expenses in the foreseeable future related to the completion of development and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

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

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

We expect to raise additional capital during 2022 and 2023 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

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

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

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

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

Risks Relating to Our Business

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

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

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

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

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

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

Diamond prices can fluctuate significantly, and as a result, the Company’s results of operation may fluctuate significantly.

The market for rough diamonds is subject to strong influence from the world's largest diamond producing company, De Beers, of South Africa, and from The Diamond Trading Co., (formerly known as the Central Selling Organization), a marketing agency controlled by De Beers. The price of diamonds has historically fluctuated. Because of such fluctuations, the Company’s results of operation may fluctuate significantly.

The Company may incur significant costs to comply with Environmental and Government Regulation

The current and anticipated future operations of the Company, including development activities and commencement of production on its properties, require permits from various federal, territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company's exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.

Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and permit requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. The amount of funds required to comply with all environmental regulations and to pay for compensation in the event of a breach of such laws may exceed the Company's ability to pay such amount.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation of existing or new laws, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

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

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

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

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

Foreign Officers and Directors could result in difficulty enforcing rights.

The officers and directors of the Company are located outside of the US and as such investors may have difficulty in enforcing their legal rights under the United States securities laws.

We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft, and other fraudulent practices occur from time-to-time in the PRC. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving those competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. We could suffer severe penalties if our employees or other agents were determined to have engaged in such practices.

Fluctuation in the value of currency may have a material adverse effect on your investment.

The value of foreign current against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Under the current global financial and economic conditions, it is impossible to predict with any certainty how foreign currency will move vis-à-vis the U.S. Dollar in the future.

Risks Relating to our Stock

The Offering price of $4.00 per Unit is arbitrary.

The Offering price of $4.00 per Unit has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

We have no firm commitments to purchase any shares.

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

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

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

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

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

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

A consistently active trading market for our common stock may not occur on the OTC our current market. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire.

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

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

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

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Factors that might cause these differences include the following:

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

 the integration of multiple technologies and programs;

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

 changes in existing and potential relationships with collaborative partners;

 the ability to retain certain members of management;

 our expectations regarding general and administrative expenses;

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

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

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

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

USE OF PROCEEDS

With respect to up to 5,000,000 shares of common stock to be sold by the Company, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:

 working capital;

 set up and marketing activities;

 capital expenditures.

Our management will have broad discretion in the allocation of the net proceeds of any offering, however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various funding levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. The offering expenses of any selling shareholders are not included in this table, and any such expenses that were to be incurred would be paid out of General Operating Expenses. The table is set out in the perceived order of priority of such purposes, provided however; management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to place such funds in an FDIC insured bank account. The company will receive no proceeds from the Selling Shareholders sale.

USE OF PROCEEDS *
% of Shares Sold	25%	50%	75%	100%
# of Shares Sold	1,250,000	2,500,000	3,750,000	5,000,000
Gross Proceeds	$5,000,000	$10,000,000	$15,000,000	$20,000,000
Less: Offering Expenses*	500,000	1,000,000	1,500,000	2,000,000
Net Proceeds to the Company	$4,500,000	$9,000,000	$13,500,000	$18,000,000
Use of Proceeds:
Legal & Accounting	200,000	200,000	200,000	200,000
General Operational Expenses	1,000,000	1,000,000	1,000,000	1,000,000
Equipment & Development	3,300,000	7,800,000	12,300,000	16,800,000
Total	$4,500,000	$9,000,000	$13,500,000	$18,000,000

* Offering Expenses $0.40/share

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2022:

	As of June30, 2022
ASSETS
Current Assets
Cash	$38,898
Receivables and prepaid expenses and deposits	30,224
	69,122
Non-current assets
Equipment	1,249
Mining licenses (note 4)	31,393,402
TOTAL ASSETS	$31,463,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and advances payable	$409,613
Loans payable – Current	0
Related party advances – Current	0
	409,613
Loans payable - Long Term	3,010,316
Related party advances - Long Term	4,843,838
	8,263,767

DILUTION

The net tangible book value of our company as of June 30, 2022, was $23,200,006 or ($0.068) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets, less total liabilities) by the number of outstanding shares of our common stock on June 30, 2022.

Our net tangible book value and our net tangible book value per share will be impacted by the 5,000,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $4.00 per share.

We are registering 5,000,000 new shares of common stock for sale by our company. If all shares are sold at the offering price of $4.00 per share less estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of June 30, 2022, is illustrated in the following table:

	$20,000,000 Offering (100%)	$15,000,000 Offering (75%)	$10,000000 Offering (50%)	$5,000,000 Offering (25%)
Number of current shares held	340,646,485	340,646,485	340,646,485	340,646,485
Number of new shares issued	5,000,000	3,750,000	2,500,000	1,250,000
Total number of new shares held	345,646,485	344,369,485	343,146,485	341,896,485
Net tangible book value before this offering	$23,200,006	$23,200,006	$23,200,006	$23,200,006
Net proceeds to the company	18,000,000	13,500,000	9,000,000	4,500,000
Net tangible book value after this offering	$41,200,006	$36,700,006	$32,200,006	$27,700,006
Assumed public offering price per share	$4.00	$4.00	$4.00	$4.00
Net tangible book value per share before this offering	$0.051	$0.068	$0.068	$0.068
Increase attributable to new investors	$0.10	$0.039	$0.026	$0.025
Net tangible book value per share after this offering	$0.119	$0.107	$0.094	$0.081
Dilution per share to new stockholders	$3.881	$3.893	$3.906	$3.919

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently traded on the Pink Sheets on the OTCMarkets. We cannot assure that our goal of trading on NASDAQ will be achieved.

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

As of October 1, 2022, the Company has seven hundred ten (710) shareholders who hold 100% of its issued and outstanding common stock.

DESCRIPTION OF BUSINESS AND PROPERTY

Our Company

The Company was incorporated on December 21, 2001, and is currently active in the state of Nevada

On September 24, 2020, GESI merged (the “Reverse Merger”) with and into ZB. ZB was the surviving corporation

in the Reverse Merger and became the Company’s wholly owned subsidiary.

Business Strategy

General European Strategic Investments, Inc. possesses 2 large assets, with growth potential within the next 12-24 months. These

are referred to as the following:

1. The Finland Exploration Assets

2. The Arbitration and Litigation Assets

3. Waste Management

a) The Finland assets

The Finland assets consists of The Laakso Project which is 100%-owned by GESI’s wholly owned Swiss subsidiary, ZB Capital AG. GESI is the largest reservation permit holder in Finland’s prolific Kuusamo Mining District holding approx. 1200 square Kilometers of reservation permits and reservation permit applications as well as exploration permits, and reservation permits for 11 diamondiferous kimberlite structures.

General European Strategic Investments Inc. (“GESI”) performs its activities in Finland through its wholly owned Finnish mining company Laakso Minerals Oy. Laakso Minerals Oy holds a large portfolio of mining properties in North-Central Finland, which include mining discoveries of Nickel Copper Platinum Group Elements (NiCuPGE) and diamondiferous kimberlites.

Figure 1 shows the location map of Laakso Minerals Oy’s concessions in Kuusamo Mining District of Finland.

Fig.1. Location map showing landholdings of Laakso Minerals Oy comprising mining discoveries of Nickel Copper Platinum Group Elements (NiCuPGE) and diamondiferous kimberlites in Kuusamo Mining District of Finland.

Nickel Copper Platinum Group Elements properties

Laakso Minerals Oy is currently the largest landholder of mining rights for Nickel Copper Platinum Group Elements prospects in the Kuusamo Mining District. It possesses “reservation permit” landholdings on over 1200 square kilometers. Here is these list of “reservation” blocks:

Korpuajärvi VA2020:0034; 209,94 km² 

Maunujärvi VA2020:0078; 58,89 km²

Korpivaara VA2021:0014; 204,702 km²

Mustavaara VA2021:0015; 740,828 km²

Geological background

The early Palaeoproterozoic (2500–2400 Ma) was a time of worldwide igneous activity, resulting in the formation of layered intrusions, mafic dyke swarms and volcanic formations on the cratonic areas of the Earth. The same igneous activity is also recorded in the Fennoscandian Shield, in the form of several layered intrusions, dykes and volcanic formations of different composition.

Landholdings of Laakso Minerals Oy cover a great part of the Koillismaa– Näränkävaara Intrusive Complex (Fig. 1), comprising the Koillismaa PGE-Ni-Cu, V metallogenic area, which is defined by the layered intrusions of the Koillismaa– Näränkävaara Complex and their immediate country rocks, in eastern Finland, about 150 km northeast of the city of Oulu (Fig. 1). The intrusive complex comprises the Koillismaa Intrusion, the Näränkävaara Intrusion, and a strong positive gravity anomaly (regarded as a major dyke at depth) that connects the western and eastern parts of the complex (Karinen 2012). The westernmost part of the complex (the Koillismaa Intrusion) consists of separate bodies that represent blocks of a single, sheet-like layered intrusion. These blocks straddle the boundary between the Archaean Eastern Finland complex and the Palaeoproterozoic Kuusamo schist belt, whilst the Näränkävaara Intrusion is surrounded by rocks of the Archaean basement complex. The layered intrusions of the Koillismaa–Näränkävaara Complex are mafic to ultramafic in composition and have an age of ca. 2.44 Ga (Alapieti 1982). The origin of the mineralization (Karinen, 2010) was triggered by emplacement of dykes of a new magma pulse into partially consolidated cumulates of the Koillismaa Intrusion. These dykes are presently represented by the non-cumulus textured gabbronorite bodies of the reef. The intruding magma was more primitive than that of the parental magma of the Koillismaa Intrusion and was saturated with ore-bearing fluid phase escaped from the magma upon emplacement in the form of late magmatic fluids, introducing PGE-Cu-Ni into host cumulates and recrystallizing them into mottled varieties. Sudden loss of volatiles from the intruding magma resulted in its supersaturation and related rapid crystallization to form the non-cumulus textured gabbronorite bodies.

 

Fig. 2. Generalized geological map of the northeastern part of the Fennoscandian Shield, showing the locations of early Palaeoproterozoic mafic-ultramafic intrusions (modified from Alapieti & Lahtinen 2002).

The Koillismaa-Näränkävaara Complex comprises the Näränkävaara Intrusion, the Koillismaa Intrusion and a strong positive gravity anomaly, which connects these distant eastern and western parts of the complex (Fig. 2). The strong positive gravity anomaly has been interpreted to reflect the location of a dyke or layered intrusion that acted as a feeder zone for the Koillismaa Intrusion magmas (Piirainen et al. 1978; Alapieti 1982).

Fig. 3. Geological map of the Koilismaa metallogenic area, the boundaries of which are marked here by a green line. The ”Gravity anomaly zone” (“Feeder Dyke”) is located inside the green boundary. The map is based on Karinen (2010).

Figure 4 shows the strong positive magnetic and gravity anomalies in connecting zone between the Koillismaa and Näränkävaara intrusions indicating the location of the “Feeder Dyke”, which is assumed to have been supplied the mafic-ultramafic magma with associated Ni-Cu-Co-PGE mineralization.

 

Fig. 4. Magnetic anomaly (a) and Bouguer gravity anomaly (b). Main roads are included on the map (red, yellow, and gray) and the acquired seismic profile is in purple. The maps are in KKJ3 coordinates.

Mineral systems

Just the strong positive gravity and magnetic anomaly, connecting the Koillismaa and Näränkävaara intrusions is expected to represent orthomagmatic Ni-Cu-Co-PGE as well as Cr-Ti-V-Fe mineral systems.

With regard to orthomagmatic sulphide ores the anomaly is considered as an “input channel”, referring to the “tube” carrying the mafic-ultramafic magma. It can be described by the term “conduit”, which refers precisely to tube-like geometry and to which several orthomagmatic sulphide mineralizations have been associated throughout the world. Figure 5 shows the models of the deep structure of the area of positive gravity and magnetic anomaly, connecting the Koillismaa and Näränkävaara intrusions, showing the expected locations of sulphide mineralization zones.

 

Fig. 5. Models of the deep structure of the gravity and magnetic anomaly. Magma flow channel formations are currently understood to be favorable sites for Ni-Cu-Co-PGE ore formation. In Figures a and b, the different formation models of the gravity anomaly are presented (figure formulated according to Barnes et al. 2016).

Korpuajärvi concession of Laakso Minerals Oy covers a great part of the discussed above anomaly, which is expected to host the high-grade massive sulphides with Ni-Cu-PGE mineralization. Figure 6 shows the magnetic anomalies map of the “Feeder Dyke” with indicated Korpuajärvi and other Laakso Minerals Oy’s concessions, boundaries of which are marked by the red line, and the marked by the yellow line adjacent concessions of the Canadian company Palladium One (PDM One), where it has tested the extensive occurrence of high-grade Ni-Cu-PGE ore.

 

Fig. 6. Magnetic anomalies map showing the location of Korpuajärvi and other Laakso Minerals Oy’s concessions (boundaries marked by the red line) and the adjacent concessions of PDM One with confirmed by drilling extensive high-grade Ni-Cu-PGE mineralization (boundaries marked by the yellow line).

3 km hole

The mysterious gravity anomaly between Näränkävaara and the Koillismaa Intrusive Complexes during decades caused the great interest of scientists all over the World and the expectations of huge, massive sulphides with high-grade Ni-Cu-PGE mineralization occurrence. Therefore the Geological Survey of Finland (GTK) announced in September 2020 that they will be drilling a 3km deep hole in southern Kuusamo, Finland.  The intention behind the ambitious exploit is to gain an understanding of the bedrock geology, and to facilitate deep-hole research for many disciplines such as survey technology, mineral systems, 3D modelling, geothermal energy, deep groundwater, and bedrock stability. The hole has been spud within the Korpuajärvi concession of Laakso Minerals Oy (Fig. 7).

Fig. 7. Bouguer anomaly map of the of Korpuajärvi concession of Laakso Minerals Oy with indicated location of the 3 km hole.

As it was earlier indicated by seismics (Fig. 8) the top of the ”Feeder Dyke” has been intersected by the borehole at depth of 1423m.

Fig. 8. Seismic profile showing the change of reflectivity at depth of around 1500 m. Borehole is shown by the red line.

At this depth the change of rocks from felsic to ultramafic took place, indicating the top of the ”Feeder Dyke” (Fig 9).

 

 

Fig. 9. Core from the top of the “anomaly zone”. Metamorphosed olivine-pyroxene-cumulate rock.

The bottom of the ”Feeder Dyke” is indicated by seismics at depth of about 3 km. Drilling of the borehole has been suspended for technical reasons on February 19, 2021, at depth of 1.7 km and drilling is expected to be resumed in the near future.

Palladium One activities in the Koillismaa Ni-Cu-PGE metallogenic area

Canadian company Palladium One (PDM One) is currently at the comprehensive stage of exploration of the Koillismaa Ni-Cu-PGE metallogenic area. It possesses two concessions adjacent to the Laakso Minerals Oy’s reservation permits (see Fig. 6). Their Läntinen Koillismaa (“LK”) concession borders the Maunujärvi concession of Laakso Minerals Oy from the west. Numerous exploration boreholes drilled by PDM One within this concession showed the disseminated intrusive marginal style mineralization with high-tenor, palladium dominated sulphide (3Pd:1Pt). At 100% sulphide the rocks contain ~84 g/t PGE (including ~58 g/t Pd), ~13% Cu and ~10% Ni. Preliminary metallurgical work indicates saleable concentrate by bulk floatation. Final concentrate is grading 11.4% Cu, 4.5% Ni, 36.3 g/t Pd, 4.6 g/t Au and 7.8 g/t Pt. The obtained final concentrate grades of 16-17% Cu+Ni. Unoptimized recoveries demonstrate scope for improvement. Rougher: 86% Pd, 72% Pt, 85% Au, 95% Cu and 56% Ni, cleaner: 73% Pd, 56% Pt, 78% Au 91% Cu and 48% Ni. MgO content is below 4%, which provides no smelter penalty. 1.6% final concentrate mass pull provides low shipping cost to smelter. PDM One extends its exploration drilling in the east direction towards the Maunujärvi concession of Laakso Minerals Oy. Each hole shows the extension of the high-grade ore occurrence eastwards thus confirming the prospects of the latter.

Other Laakso Minerals Oy’s reservation permits in the Kuusamo Mining District, Korpivaara and Mustavaara, whose area exceeds 940 km², comprise numerous magnetic features similar to the one within the Läntinen Koillismaa concession of PDM One, where the extensive occurrence of high-tenor, palladium dominated sulphide occurrence has been confirmed (see Fig. 6), thus showing a high possibility of new discoveries of this type.

SEEMS DEEP Project

The unique possibility to investigate the mysterious “Feeder Dyke” in the Kuusamo Mining District of Finland, the international interest to whose geological structure and expected mineral systems with a tremendous mining potential has been enhanced by drilling by the Geological Survey of Finland (GTK) of the 3 km hole targeting to penetrate the strong magnetic and gravity anomaly, has stimulated the leading scientific and industrial institutions to initiate an international research project to the ERA-MIN-3 Joint Call 2021 on comprehensive study of the Korpuajärvi concession of Laakso Minerals Oy using the innovative scientific-research methods, approaches and ideas.

ERA-MIN3 is a global innovative pan-European network of 24 European and non-European research funding organizations, aiming to continue strengthening the mineral raw materials community through the coordination of research and innovation programs on non-fuel raw materials (metallic, construction, and industrial minerals). Officially launched on the 15th of January 2021, counts with an indicative budget of €19.5 Million.

The suggested by the Consortium, Laakso Minerals Oy being one of its members, project SEEMS DEEP (Seismic and Electromagnetic Methods for Deep mineral exploration) within the ERA-MIN3 is addressing the challenge of high costs of mineral exploration as well as poor success rates in discovering new deep-seated ore deposits through development of a novel workflow integrating seismic and electromagnetic (EM) methods. The members of the Consortium BRGM, GTK, Uppsala University and companies GRM Services and IRIS will be testing new light weight low-cost EM sensors while Institute of Geophysics PAS, GTK and Geopartner Geofizyka Ltd will acquire seismic data in the exploration area reserved by Laakso Minerals Oy. The test area of SEEMS DEEP is the Koillismaa Layered Igneous Complex that has a high potential to host several minerals from the EU critical raw material list, including Nickel and Cobalt and Platinum Group Metals. The project will benefit from petrophysical measurements from the 3 km deep drill hole and other background data enabling the construction of an initial geomodel to be used for optimization of the exploration works. The SEEMS DEEP workflow aims to substantially improve geomodels that will enable better decisions in exploration drilling which in turn will lead to decreased cost and lower environmental impact. Its ambition is to produce high-confidence earth models that add more value to the exploration project than several drill holes that might miss the exploration target and provide only point-like data.

SEEMS DEEP will acquire seismic reflection profiles to achieve large scale information about the geological architecture of the study area, while 3D seismic and EM surveys provide more detailed information about the target. The Koillismaa deep drill hole provides unique geological and petrophysical data that will be used as boundary conditions for the EM and seismic modelling as well as empirical relations between resistivity and seismic velocity. Feedback from these surveys will help to define best practices to industry in terms of successful discovery of new and high-grade deposits of Nickel and Cobalt and Platinum Group Metals at greater depths within the reservation area of Laakso Minerals Oy.

SEEMS DEEP brings together industrial partners, research organizations and universities from four different countries, Finland, Sweden, France, and Poland. The Consortium coordinator, GTK, has resources of geological and geophysical data of essential importance for this project. Here is the list of the partners of the SEEMS DEEP consortium:

 

Canadian Company Mira Geoscience was invited to join the Consortium and to implement their software into the Project. Mira Geoscience has developed software which efficiently interprets a set of geophysical data into a model of the ore body with the recommended location and structure of the mine for the most efficient development of the field. For formal reasons Mira Geoscience cannot directly join the Consortium, but is ready for cooperation in the project by sharing their software, being interested in its implementation in such a unique case study, testing it using the new innovative deep exploration techniques and working jointly with the world-class, cutting-edge scientists.

Five work packages (WP) are currently almost fully developed to be to be submitted within the Final Proposal. WP1: Geomodelling, includes petrophysical studies and geological interpretation of existing data prior to WP2 & WP3, updating models during course of the project and construction of final geomodel. WP2: Survey and instrumentation design, includes modeling and simulation how to make efficient field work campaign and the forward modeling, takes decisions about right kind instrument and their layout. WP3: Field acquisition, includes implementing plans of WP2, simultaneous acquisition of both seismic and EM data, 2D seismic reflection profiles and a small 3D seismic cube as well as RMT, AMT, ERT/IP, CSEM, CDAMT measurements. WP4: Joint imaging, includes utilization of EM data in seismic processing and vice versa as well as integration of data for WP1.

WP5: Coordination and dissemination:

Geological Survey of Finland / GTK (coordinator) will provide resources of geological and geophysical data of essential importance for this project. GTK has been participating and leading several ERA-MIN and other EU funded projects.

Bureau des Recherches Géologiques et Minières / BRGM (France) is France’s reference public institution for Earth Science applications in the management of surface and subsurface resources and risks. One of the key activities of BRGM is related to mineral resource assessment. The Geophysics group of BRGM provides support for this activity by performing state-of-art research and development in EM and seismic methods.

Institute of Geophysics, Polish Academy of Sciences / IG PAS is the leading Polish research institution on the physics of the Earth. Themes related to the solid earth comprise a broad range of activities focused on the development and application of novel seismic imaging techniques, especially those based on the full recorded wavefield, which is of crucial importance to SEEMS DEEP.

Uppsala University / UU develops multi-dimensional forward and inverse modelling methods, using 3D finite and spectral elements and incorporating seismic and borehole logging constraints, as well as time-series processing.

IRIS instruments, France is a subsidiary of BRGM, a geophysical equipment manufacturer. Underpinned by in-house expertise, IRIS Instruments provides innovative geophysical systems and solutions devoted to mineral exploration.

GRM-Services, Finland is a highly capable company in EM data acquisition, processing and interpretation providing efficient means to apply methods developed within the project to various exploration sites all over Europe

Geopartner Geofizyka is involved in acquisition of seismic data for mineral exploration, as well as integration of seismic and non-seismic data in numerous countries.

Laakso Minerals Oy: SEEMS DEEP experiments will be conducted in the concession of Laakso Minerals providing insight of an exploration company to the consortium.

Total budget of the Project is 2 182 518 €.

Presently SEEMS DEEP proposal has passed 1st stage of ERA-MIN Joint call. The project has been recognized as a highly competitive. It is within 48 out of 146 pre-proposals which have been selected for stage 2. The referees have given excellent reviews of the proposal: scientific excellence 15/15 points; impact 13/15 points; implementation 14/15 points.

Diamond properties

The Archaean Karelian Craton is prospective for diamondiferous kimberlites due to good conditions for diamond preservation: low geothermal gradient and thick lithosphere. The craton is considered under-explored for kimberlites and lamproites. 25 classical diamondiferous kimberlite occurrences discovered so far in the Kuopio and Kaavi clusters. They are similar to the kimberlites of South Africa. Intrusion styles range from dykes up to 700 m x 30 m in size to nearly circular diatremes up to 400 m² . Age c. 600 Ma (O’Brien et al. 2005). The concessions of Laakso Minerals Oy, comprising the diamondiferous kimberlites, occur at a distance of about 200 km from the Lomonosov and Grib diamond fields of Russia, which belong to the World’s largest diamond occurrences.

Presently Laakso Minerals Oy has obtained two reservation permits with diamondiferous kimberlites occurrence: Kolkonjärvi VA2021:0010 206,65 km² and Kylmälahti VA2021:0009 17,22 km². The map of Kolkonjärvi reservation permit is shown at Fig. 10.

 

Fig. 10. The map of Kolkonjärvi reservation permit of Laakso Minerals Oy

It includes 4 diamondiferous kimberlites occurrences in a single permit (Fig. 11). The fifth one shown at the figure, Kattainsenvaara diamond occurrence, is not included, because it occurs within the protected hiking area.

 

Fig. 11. Location of kimberlites occurrences in Kolkonjärvi reservation permit of Laakso Minerals Oy

The map of Kylmälahti reservation permit is shown at Fig. 12.

 

Fig. 12. The map of Kylmälahti reservation permit of Laakso Minerals Oy

It includes 6 diamondiferous kimberlites occurrences in a single permit shown as orange spots at the map.

Laakso Minerals Oy has submitted an application for the Käsmäjärvi exploration permit ML2021:0021; 0,9512 km². The location map of this concession is shown at Fig. 13.

 

Fig. 13. The location map of Käsmäjärvi exploration permit

It is expected to be granted within the nearest months. Käsmäjärvi kimberlite occurrence was discovered in 2005. It comprises 3 diamondiferous kimberlite pipes. Detailed ground magnetic survey has been performed within this concession and 10 diamond drill holes (tot. 306 m) have been drilled, 6 of which intersected kimberlite. Fig. 14 shows 3 kimberlite pipes reflected as magnetic anomalies within the Käsmäjärvi concession.

 

Fig. 14. Ground magnetic anomalies showcasing kimberlite pipes 45 and 47 of the Käsmäjärvi area

A large portfolio of concessions possessed by Laakso Minerals Oy in Finland, their great mining potential and the extensive exploration work plans allow expecting successful exploration works with a consequent generation of significant profit for GESI.

References

Alapieti, T. T. & Lahtinen, J. J. 2002. PlatinumGroup Element Mineralization in the Layered Intrusions of Northern Finland and the Kola Peninsula, Russia. In: Cabri, L. J. (ed.) The Geology, Geochemistry, Mineralogy and Mineral Beneficiation of Platinum-Group Elements. Canadian Institute of Mining, Metallurgy and Petroleum, Special Volume 54, 507–546.

Karinen, T. 2010. The Koillismaa Intrusion, northeastern Finland – evidence for PGE reef forming processes in the layered series. Geological Survey of Finland, Bulletin 404, 176 p

T. Karinen, 2012. In: Eilu, P. (ed.) 2012. Geological Survey of Finland, Special Paper 53, 299–301.

Piirainen, T., Hugg, R., Aario, R., Forsström, L., Ruotsalainen, A. & Koivumaa, S. 1978. Koillismaan malmikriittisten aluiden tutkimusprojektin loppuraportti 1976. Geological Survey of Finland, Report of investigation 18. 51 p.

O’Brien, H., 2015. Kimberlite-hosted diamonds in Finland. In Maier, W.G., Lahtinen, R., O’Brien, H., Mineral deposits of Finland, pp. 345– 368.

b) Arbitration and Litigation Assets

The second Assets is referred to the Arbitration and Litigation Assets as it refers to assets that the company has acquired via its acquisition of a dormant company, the right to arbitration award rights in a potentially very large multi-billion-dollar arbitration proceeding. The proceedings have only been slowed due to the COVID-19 pandemic, but the award is being fought and the company expects to commence settlement discussions within this fiscal year.

Historical Background:

1) In summer 2020 General European Strategic Investments Inc. (“GESI“) amalgamated with Swiss based ZB Capital AG. One of the main assets of ZB Capital AG has been (and still is) a big portfolio of litigation assets against

a) The Slovak Republic – a full member of the European Union, and

b) A large multi-billion-dollar lawsuit against one of Europe´s largest construction material company conglomerate, BAUMIT and Schmid Industrieholding GmbH („SIH“) of Wopfing, Austria.

The litigation against the Slovak Republic is a large Arbitration case at the World Bank´s ICSID department, which arose from the Slovak Republic´s illegal expropriation of EuroGas-Rozmin‘s Gemerská Poloma talc license covering mining rights of the huge Gemerská Poloma ore body in the Slovak Republic, ranked as the 3rd largest talc orebody in the world.

Originally the license was owned by Rozmin s.r.o., a wholly owned subsidiary of the Salt Lake City - Utah, USA based EuroGas Group. After the Slovak Republic illegally and corruptively took the license away from Rozmin s.r.o. at the end of 2004, Rozmin successfully went to court in the Slovak Republic and sued the Slovak Republic in Slovak courts obtaining 3 final non-appealable judgements of the Supreme Court of the Slovak Republic, the Highest Slovakian Court in favor of Rozmin.

Despite these three non-appealable final judgements of the The Highest Slovakian Court in favor of EuroGas-Rozmin the corrupt Slovakian Supreme Mining Department HBU refused to reinstate Rozmin’s talc mining license.

In February 2008, May 2011 and March 2013 the Supreme Court of the Slovak Republic approved of Rozmin´s legal proceedings against the Slovak Republic in full. Despite this incredible success of EuroGas-Rozmin in Slovakian Courts, the corrupt Slovak Supreme mining office („HBÚ“) refused to return the talc mining license for one of the largest talc deposits in the world to its rightful owner Rozmin s.r.o. and transferred it illegally and – in the opinion of EuroGas-Rozmin - corruptively to the Austrian BAUMIT- Schmid Industrieholding GmbH („SIH“) Group without a tender, as required by Slovak and international law.

Rozmin and its US parent company EuroGas Inc. of Salt Lake City – Utah immediately started international Arbitration proceedings at the World bank´s ICSID department in Washington D.C. in June 2014 under the Arbitration File Nr. ICSID ARB:14/14.

In 2015 the Slovak Republic unsuccessfully commenced a separate lawsuit against EuroGas Inc. in the Utah Courts with the aim to gain control over EuroGas Inc. and Rozmin s.r.o.

This attempt ended in a disaster for the Slovak Republic, as the US courts turned down the Slovak Republic’s request in full and awarded EuroGas Inc. and Rozmin s.r.o. with a dramatic historical victory over the Slovak Republic, confirming amongst others, that the talc mining rights of the huge Slovakian Gemerska Poloma orebody belong to EuroGas and Rozmin „NUNC PRO TUNC“ ( Translation : „NOW AND ALWAYS BEFORE“) ..

The Slovak Republic immediately filed an appeal with the US Appeal Court but lost out. After that the Slovak Republic filed another appeal in the Highest US Appeal Court of the 10th Circuit, however lost again, with final judgement of January 4, 2019, in favor of EuroGas-Rozmin. After this loss the Slovak Republik threw in the towel and didn’t proceed further to the US Supreme Court anymore and the Final Judgement in favor of EuroGas-Rozmin became legally binding.

The ICSID tribunal of EuroGas Inc.-Rozmin´s arbitration proceedings against the Slovak Republic unfortunately didn’t wait for the outcome of the US proceedings and decided 1 ½ years earlier, in August 2017, that due to a formality mistake that it has no jurisdiction over EuroGas – Rozmin and declared the arbitration proceedings of EuroGas vs. Slovak Republic a tie without a winner or a loser and both parties had to share their own court costs.

When the 10th Circuit Appeal Court of the United States of America decided against the Slovak Republic on January 4, 2019, EuroGas Inc. immediately notified and informed the President of the Slovak Republic, the Honorable Madam Zuzana Čaputová, that EuroGas and Rozmin will bring new international ICSID arbitration proceedings against the Slovak Republic.

Due to the start of the worldwide COVID 19 pandemic in February 2020 EuroGas Inc. could not commence new arbitration proceedings against the Slovak Republic for over 2 years. In addition to this EuroGas Inc. was not able to raise the necessary financial backing due to the year-long legal proceedings in order to commence new arbitration proceedings against the Slovak Republic.

2) In summer 2020 the management of GESI made an offer to EuroGas Inc. to take over EuroGas Inc´s wholly owned Swiss based subsidiary ZB Capital AG, which had earlier acquired 80% of EuroGas-Rozmin’s legal rights, including EuroGas-Rozmin’s legal rights in the pending Arbitration against the Slovak Republic and against Austria’s Schmid Industrieholding (SIH) as (illegal) successor of the Gemerska Poloma talc rights in the Slovak Republic.

GESI provided EuroGas and its wholly-owned Swiss subsidiary ZB Capital AG with a firm commitment to fully finance EuroGas Inc´s arbitration proceedings against the Slovak Republic and the lawsuits against Austrians BAUMIT- Schmid Industrieholding GmbH („SIH“), the illegal holder of EuroGas-Rozmin´s former talc mining license at Gemerská Poloma for receiving a total consideration of 80% net from the final judgements against the Slovak Republic and against Austria’s Schmid Industrieholding (SIH).

After having received the final commitment from GESI the EuroGas Group immediately mandated the US law firm Baker and McKenzie of Chicago Ill. as its main law firm to commence arbitration proceedings together with the EuroGas Group‘s Utah solicitors against the Slovak Republic and to file criminal charges against Austria´s BAUMIT-Schmid Industrieholding GmbH („SIH“), its owners and management.

GESI agreed to fund EuroGas Inc´s total arbitration proceedings against the Slovak Republic and all the lawsuits against BAUMIT- Schmid Industrieholding GmbH („SIH“) for consideration of receiving an 80% net interest from any future Arbitration award or Final Judgement from the criminal proceedings against Austria’s Schmid Industrieholdings (SIH).

3) Relaying upon the financial assurances and undertakings of GESI, EuroGas Inc. has actively commenced all preparations for the new ICSID arbitration proceedings against the Slovak Republic, as well as has taken legal steps against BAUMIT-Schmid Industrieholding GmbH („SIH“) in Austria and the Slovak Republic.

On or about June 9, 2022, the Slovak law firm for EuroGas - Rozmin s.r.o., Dr. Kvašnica and Partners, has delivered a large criminal complaint to the Attorney General‘s Office of the Slovak Republic and has asked the General Attorney of the Slovak Republic to investigate the alleged wrongdoings of SIH and eventually file criminal charges against the BAUMIT-Schmid Industrieholding (SIH) Group of Wopfing, Austria on behalf of Rozmin s.r.o., EuroGas‘ Slovak mining arm.

Simultaneously, Salt Lake City based EuroGas Group, through its Austrian subsidiary EuroGas GmbH, of Vienna Austria, has also filed also a separate massive criminal complaint against the BAUMIT-Schmid Industrieholding („SIH“) group with Austria’s Anti Corruption Attorney General’s Office „WKStA“ in Vienna Austria.

Based on the historical background of the legal background of both litigation cases GESI and EuroGas as well as its US based legal team consider the chances to win both Litigation Assets as excellent.

c) Waste Management

In addition, GESI owns a 49%-interest in ColdPro LTD. (ColdPro), a private UK company specializing in waste management in the UK. ColdPro is a licensed UK-based integrated waste management business, and one of only six regulated approved authorized treatment facilities in the UK.

Competition

The market for rough diamonds is subject to strong influence from the world's largest diamond producing company, De Beers, of South Africa, and from The Diamond Trading Co., (formerly known as the Central Selling Organization), a marketing agency controlled by De Beers.

In addition, there are a number of larger waste management companies in the UK including Biffa, Business Waste, CheaperWaste, FCC Environment, Ribbex, Suez, SWR, The Waste Company, Veolia and Viridor.

Regulation

The current and anticipated future operations of the Company, including development activities and commencement of production on its properties, require permits from various federal, territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company's exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.

Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and permit requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. The amount of funds required to comply with all environmental regulations and to pay for compensation in the event of a breach of such laws may exceed the Company's ability to pay such amount.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation of existing or new laws, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

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

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

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

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

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

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

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

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

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

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

Employees

As of October 1, 2022, we have no employees, but have five (5) officers and directors who are non-employee Directors. We have no agreements with any of our management/subcontractors for any services. We consider our relations with our subcontractors to be good.

Description of Property

We currently lease office space at 6605 Grand Montecito Parkway, Suite 100, Las Vegas, NV 89149 as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our business efforts increase.

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

The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of December 31, 2021, that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements, and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.

Going Concern

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

Plan of Operation

General European Strategic Investments, Inc. possesses 2 large assets, with growth potential within the next 12-24 months. These are referred to as the following:

c. The Finland Exploration Assets

d. The Arbitration and Litigation Assets

The Finland assets consists of The Laakso Project which is 100%-owned by GESI’s wholly owned Swiss subsidiary, ZB Capital AG. GESI is the largest reservation permit holder in Finland’s prolific Kuusamo Mining District holding approx. 1200 square Kilometers of reservation permits and reservation permit applications as well as exploration permits, and reservation permits for 11 diamondiferous kimberlite structures.

The second Assets is referred to the Arbitration and Litigation Assets as it refers to assets that the company has acquired via its acquisition of a dormant company, the right to arbitration award rights in a potentially very large multi-billion-dollar arbitration proceeding. The proceedings have only been slowed due to the COVID-19 pandemic, but the award is being fought and the company expects to commence settlement discussions within this fiscal year.

In addition, GESI owns a 49%-interest in ColdPro LTD. (ColdPro), a private UK company specializing in waste management in the UK. ColdPro is a licensed UK-based integrated waste management business, and one of only six regulated approved authorized treatment facilities in the UK.

Liquidity and Capital Resources

As of June 30, 2022, we had current assets of $69,122, consisting of $38,898 in cash and $30,224 in prepaid expenses, receivables, and deposits. Current liabilities on June 30, 2022, totaled $409,613.

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

The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional licensed products are rolled out, the Company believes it can fund its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds during 2023 and 2024 through sales of equity, debt, and convertible securities, if it is deemed necessary.

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

Results of Operations

We generated no revenue for the six months ended June 30, 2022. As a result, we have reported a net loss of $269,236 for the period ended June 30, 2022.

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Use of Estimates

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

Revenue Recognition

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

OUR MANAGEMENT

Executive Officers

Name	Age	Position
Wolfgang Rauball	76	President, CEO & Director
Christopher Malone	61	Secretary, CFO & Director
Kyle Appleby	47	Treasurer & Director
Robert Seguin	62	VP & Director
Yuriy Koltun	66	Director

Directors, Executive Officers, Promoters and Control Persons

Wolfgang Rauball 76 President, CEO & Director

From 1975 to date Mr. Rauball has been working as a mining geologist and mining financier-consultant for public companies in Canada, USA, and Europe. He is involved actively in numerous mining and oil & gas companies as a shareholder and a director and officer in Canada, USA, Brazil, Peru, and Europe with a long track record of major mining and oil & gas ventures, having held in the past and still presently holding numerous directorship positions in mining and oil & gas companies in Canada, USA, and Europe. Mr. Rauball has been a Director and CEO of GESI since September 2020

Christopher Malone 61 Secretary, CFO & Director

Mr. Malone has been active in the industry for many years including at Clear Street Canada Inc, (February 2022 – Present) CFO (Contract), General European Strategic Investments Inc. (February 2022 – Present) Director (Contract), Trinity Resources (February 2022 – Present) CFO and Director (Contract), Velocity Trade Capital Ltd. (January 2022 – Present) CFO (Contract)

Vyre Network (December 2021 – Present) CFO (Contract), Sterling Group Consultants Inc. (January 2018 – Present) Partner (Not Active), Deenar Securities Ltd. (July 2017 – Present) - CFO (Contract). Mr. Malones education includes Canadian Securities Institute – Partners Directors Officers Certification, Canadian Securities Institute – Canadian Securities Course Certification

Canadian Securities Institute – CFO Qualifying Certification, Canadian Securities Institute – Conduct & Practices Handbook Certification, Chartered Professional Accountants – CPA, CMA (1991), The University of Western Ontario (London) - B.A., Finance and Economics (1983).

Kyle Appleby 47 Treasurer & Director

Mr. Appleby is a Chartered Professional Accountant with extensive finance, accounting, and compliance experience in diverse industries including Crypto, Cannabis, Esports, Technology, Telecom, Junior Mining, Investment Funds, Food, and others. Proven ability to improve operations, impact growth, maximize profits and meet tight deadlines. Hands on experience in management, working with board of directors, banks, lawyers, auditors, and Regulatory bodies. Have worked with over 20 public companies across a variety of exchanges including NEO, TSX, TSXV, CSE, AIM and OTC. From 2007 until present he has acted as Chief Financial Officer – Independent Chartered Professional Accountant specializing in providing a comprehensive range of Financial, Accounting, governance, and other related services to public companies. Mr. Appleby’s education includes being admitted to the Chartered Professional Accountants of Ontario (and Canada) in May 2001and York University - Bachelor of Arts: Economics.

Robert Seguin 62 VP & Director

Mr. Seguin is multi-national & multilingual Senior Manager with over 30 years of institutional experience & management of securities dealers in various cities and multicultural environments. He has demonstrated successes in start-up situations, focused on business development, and generated increasing revenue and profitability, through organized and targeted communication, marketing, and salesmanship. Mr. Seguin has excellent organizational skills and is highly motivated and innovative in approaching new challenges. Since March 2006 Mr. Sequin has lead Westmount Capital, Geneva, Switzerland as managing partner. He founded Westmount as an Investor Relation & Corporate Advisories boutique with a focus on the Emerging Growth sector of the Stock Market, with Global reach in terms of deployment of capital.

Yuriy Koltun 66 Director

Dr. Koltun brings over 43 years of scientific experience focusing on geology and geochemistry. He earned a MSc Engineering in Geology from the Lviv State University and a PhD in Geology from the Institute of Geology and Geochemistry in Ukraine. His work has included serving as Engineer for Fountain Oil Inc. (Norway), Director for EuroGas Minerals LLC (Ukraine), and Deputy Director for Europa Oil and Gas (UK). Since April 4, 2022, he is a member of the Board of Directors of General European Strategic Investments (GESI) Inc. Dr. Koltun has worked on several geological projects in Ukraine and Finland, and has published 21 scientific papers in Scopus Journals (1st and 2nd quartile), in particular to include the American Association of Petroleum Geologists (AAPG) Bulletin, AAPG Memoir, Journal of Petroleum Geology, and Marine and Petroleum Geology.

Executive Compensation

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

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary*	Bonus	Stock Awards	Option Awards	Non-equity incentive plan compensation	Nonqualified deferred compensation earnings	All Other Compensation	Total Compensation
Wolfgang Rauball, President & Director	2020	$0	0		0	0	0	0	$0
	2021	$0	0		0	0	0	0	$0
Kyle Appleby, Treasurer & Director	2020	$0	0		0	0	0	0	$0
	2021	$0	0		0	0	0	0	$0
Christopher Malone, Secretary, CFO & Director	2020	$0	0		0	0	0	0	$0
	2021	$0	0		0	0	0	0	$0
Robert Seguin, VP & Director	2020	$0	0		0	0	0	0	$0
	2021	$0	0		0	0	0	0	$0
Yuriy Koltun, Director	2020	$0	0		0	0	0	0	$0
	2021	$0	0		0	0	0	0	$0

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of October 1, 2022.

Compensation of Non-Employee Directors. We currently have only non-employee directors, and no compensation was paid to non-employee directors in the period ended October 1, 2022. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.

Audit, Compensation and Nominating Committees. Considering the fact that we are an early-stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of three members who are not considered independent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

The following table sets forth, as of October 1, 2022, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:

Beneficial Owner	Address	Number of Common Shares Beneficially Owned (*)	Percent of Class (**)	Number of Preferred Shares Beneficially Owned(*)	Percent of Class(**)
Wolfgang Rauball	Schaffhausen, Switzerland	0	0%	1	100%
Christopher Malone	Aurora, Canada	0	0%	0	0
Kyle Appleby	Toronto, Canada	0	0%	0	0
Robet Seguin	Geneva, Switzerland	0	0%	0	0
Yuriy Koltun	Lviv, Ukraine	0	0%	0	0
Sonanini Holdings Ltd (the control person is Wolfgang Rauball)	Vancouver, Canada	41,655,000	12.2%	0	0
Eurogas Inc. (the control person is Harald Schmidt)	Salt Lake City, USA	40,333,333	11.8	0	0
EPL Consulting AG (the Control person is Michael Ludes)	Schaffhausen, Switzerland	200,000,000	58.7	0	0
All Directors and Officers as a Group (5 persons)		41,655,000	12.2%	1	100%

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

(**) Percent of class is calculated on the basis of the number of shares outstanding on October 1, 2022 (343,946,485 common and 1 Preferred).

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

Director Independence

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

DESCRIPTION OF CAPITAL STOCK

	Authorized and Issued Stock Number of Shares as of October 1, 2022
Title of Class	Authorized	Outstanding
Common stock, $0.001 par value per share	490,000,000	343,946,485

Common stock

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

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

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

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

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

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

Preferred Stock

The Preferred Stock has Series A which has super voting rights only, with no redemption value, or dividend rights or conversion rights.

The Preferred Stock has Series B. The number of authorized share of Series Preferred Stock is 100,000 shares. Each share of Series B Convertible Preferred Stock carries a par value of $0.001. Preferred shares are entitled to no dividends, no redemption rights, and no voting rights. Each 1 share of Series B Preferred Stock shall be convertible into 1,000 shares of Common Stock, with the restriction that the conversion will only be allowed if the converting shareholder does not end up with a resultant number of common shares in excess of 4.95% of the issued and outstanding shares of Common stock in the Corporation based upon post conversion numbers.

The Preferred Stock has Series C. The number of authorized share of Series C Preferred Stock is 1,500,000 shares. The Preferred shares are entitled to no dividends, no redemption rights, and no voting rights. Each 1 share of Series C Preferred Stock shall be convertible into 100 shares of Common Stock, with the restriction that the conversion will only be allowed if the converting shareholder does not end up with a resultant number of common shares in excess of 4.95% of the issued and outstanding shares of Common stock in the Corporation based upon post conversion numbers.

Series C Preferred Stock carry anti-dilution and piggy-back rights and shares may be converted once the Corporation’s stock is at a volume weighted average price (VWAP) of $5.00 for 20 consecutive days.

Limitations on Stockholder Actions

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

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

SELLING STOCKHOLDERS

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

Name	Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)	Number of Shares of Common Stock Being Offered	Shares of Common Stock Beneficially Owned After the Offering (1)	Percentages Beneficially Owned After the Offering
CFO Advantage, Inc. 614 Rushton Road Toronto ON M6C 2Y7 Canada	1,000,000	1,000,000	0	0
Nikolas Perrault 486 Rue Vaudrevil Mont St Hilaire QC J3H 4L6 Canada	10,000,000	10,000,000	0	0
Ubiquity, Inc. 125 Trilby Ave Fort Collins, CO 80525	9,500,000	9,500,000	0	0
				0
Westmount Capital Rue De-Candolle 9, CH Geneve 1205 Switzerland	500,000	500,000		0
Total	21,000,000	21,000,000	0	0

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

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

PLAN OF DISTRIBUTION

By Selling Stockholders

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

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

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

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

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

· privately negotiated transactions;

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

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

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

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

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

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

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

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

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

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

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

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

By Our Company

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

 directly to investors;

 to investors through agents;

 to dealers; and/or

 through one or more underwriters.

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

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

 at a fixed price or prices.

Shares sold pursuant to the registration statement of which this prospectus are currently listed on the OTC Market. The Company may not achieve its goal of trading on NASDAQ. In the sale of the shares, underwriters or agents may receive compensation from us or from purchasers of the shares, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the shares to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of the securities will be underwriters under the Securities Act of 1933, and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act.

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

 identify any such underwriter or agent;

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

 identify the amounts underwritten; and

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

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

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

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

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

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

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

How to Invest:

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

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

2) a check payable to the order of General European Strategic Investments, Inc. in the amount of $4.00 for each share you want to purchase.

OTC Markets Considerations

The Company currently trades on the OTCMarkets. There is no guarantee that the Company will achieve its goal of becoming listed on the NASDAQ. The OTCMarkets is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets.

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

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

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

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

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

LEGAL OPINION

The validity of the shares offered hereby has been passed upon for us by Thomas Cook, Esq., 10470 W. Cheyenne Avenue, Suite 115, PMB 303, Las Vegas, Nevada 89129, (702) 524-9151.

EXPERTS

The consolidated financial statements included in this prospectus for the period for the years ended December 31, 2020, and 2021 have been audited by Olayinka Oyebola & Co. an independent registered public accounting firm to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No experts or counsel to the company have any shares or other interests in General European Strategic Investments, Inc.

LEGAL PROCEEDINGS

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

ADDITIONAL INFORMATION

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

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Audited Financial Statements

For the years ended December 31,2021 and December 31,2020

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Registered PublicAccountingFirm F-1

Balance Sheets as of December 31, 2021,and 2020 F-2

Statements of Operations for the Years ended December 31, 2021,and2020 F-3

Statements of Stockholders’ Deficit for the Years ended December 31, 2021,and2020 F-4

Statements of Cash Flows for the Years ended December 31, 2021,and2020 F-5

Notes to theFinancialStatements F-6-F12

 

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of General European Strategic Investment, Inc.

We have audited the accompanying balance sheets of General European Strategic Investment, Inc. (the "Company") as of December 31, 2021, and 2020 and the related statements of operations, changes in shareholders' equity and cash flows, for each of the two years in the period ended December 31, 2021, and 2020, and the related notes collectively referred to as the "financial statements”.

Inouropinion,thefinancialstatementspresentfairly,inallmaterialrespects,thefinancialpositionoftheCompanyasofDecember 31, 2021, and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021, and 2020, in conformity with U.S. generally accepted accountingprinciples.

Going Concern

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed inNote4to thefinancial statement,theCompanyhascontinuouslyincurred anetlossof$(4,272,276)fortheyearendedDecember 31, 2021, and an accumulated deficit of $(155,980,085), and a working capital deficit of $(7,227,431) as at December 31, 2021. The continuation of the Company as a going concern through December 31, 2021, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they becomedue.

These factors raise substantial doubt about the company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance withtheU.S. federal securities lawsandtheapplicable rules andregulationsofthe Securities andExchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whetherduetoerrororfraud. Ourauditsincluded performingprocedurestoassesstherisksofmaterialmisstatementofthe financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not requiredtohave,norwerewe engagedtoperform, anauditofitsinternalcontrolover financialreporting.Aspartof ouraudits,we arerequiredtoobtainanunderstandingofinternalcontrol overfinancialreportingbut not forthepurposeofexpressingan opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company's auditor since March 2022. August 23rd, 2022.

Houston Texas

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.
Balance Sheets
(Expressed in United States dollars)
	As at December31, 2021	As at December31, 2020
ASSETS
Current Assets
Cash	$                    35,097	$                    3,245
Receivables and prepaid expenses and deposits	25,491	35,273
Total Current Assets	60,588	38,518
Non-current assets
Equipment	1,913	-
Mining licenses (note 4)	25,907,225	25,869,376
TOTAL ASSETS	$ 25,969,726	$ 25,907,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and advances payable	$ 649,349	$ 331,084
Convertible promissory notes	70,000	70,000
Loans payable	265,731	49,309
Related party advances	6,302,939	2,622,803
Total Current Liabilities	7,288,019	3,073,196
Stockholders’ equity
Common stock, par value $0.0001
490,000,000 authorized, 310,646,485 and 302,646,485
issued and outstanding as of December 31, 2021
	$                      31,064	$ 30,264
Series A1 Preferred stock, par value $0.001
1 authorized
1 issued and outstanding as at December 31, 2021	-	-
Series B Preferred stock, par value $0.00001
100,000 authorized
93,000 and 100,000 issued and outstanding as of December 31, 2021and 2020	1	1
Additional paid-up capital	174,535,892	174,433,692
Accumulated other comprehensive income	94,835	78,550
Accumulated deficit	(155,980,085)	(151,707,809)
Total Stockholder Equity	18,681,707	22,834,698
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 25,969,726	$ 25,907,894

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.
Statements of Operations
For the years ended December 31, 2021, and 2020
(Expressed in United States dollars)
	2021	2020
Revenue	$399,566	$1,093,572
Cost of sales	24,719	608,859
Gross Profit	374,847	484,713
Expenses
Consulting & Professional Fee	-	50,000
General and Administrative	4,602,817	1,826,274
Loss from Operation	(4,227,970)	(1,391,561)
Other Income / (Expense)
Interest income / (expense)	229,688	(24,489)
Total Other Expense	229,688	(24,489)
Income taxes	273,994	47,726
Net loss for the year	(4,272,276)	(1,463,776)
Other Comprehensive Income Translation Adjustment	16,285	(1,690)
Total Comprehensive (Loss)	(4,255,991)	(1,465,466)

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Consolidated Statement of Stockholders’ Equity For the years ended December 31, 2021, and 2020

Commonstock			Preferred SeriesB			Preferred Series A1
	Shares	Amount		Shares	Amount	Shares	Amount	Additional Paid-in capital	Accumulated comprehensive income	Accumulated deficit	Total stockholders' equity
		$			$		$	$	$	$	$
Balance, December 31, 2019	257,691,954	25,769		-	-	-	-	148,654,732	80,240	(150,244,033)	(1,483,292)
Shares issued for acquisition of mining property rights	44,629,712	4,463		-	-	-	-	25,745,507	-	-	25,749,970
Shares issued on reverse merger	324,819	32		-	-	-	-	33,453	-	-	33,485
Shares issued in settlement of loan interest waiver	-	-		100,000	1	-	-	-	-	-	1
Shares issued on special placement	-	-		-	-	1	-	-	-	-	-
Net loss and comprehensive loss	-	-		-	-	-	-	-	(1,690)	(1,463,776)	(1,465,466)
Balance December 31, 2020	302,646,485	30,264		100,000	1	1	-	174,433,692	78,550	(151,707,809)	22,834,698
Balance, December 31, 2020	302,646,485	30,264		100,000	1	1	-	174,433,692	78,550	(151,707,809)	22,834,698
Conversion of preferred series B	7,000,000	700		(7,000)	-	-	-	-	-	-	700
Shares issued on private placement	1,000,000	100		-	-	-	-	102,200	-	-	102,300
Net loss and comprehensive loss	-	-		-	-	-	-	-	16,285	(4,272,276)	(4,255,991)
Balance December 31, 2021	310,646,485	31,064		93,000	1	1	-	174,535,892	94,835	(155,980,085)	18,681,706

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.
Statements of Cash Flows
For the years ended December 31, 2021, and 2020
(Expressed in United States dollars)
	2021	2020
Cash flow from operating activities
Net (loss) income for the period	$           (4,272,276)	$           (1,463,776)
Amortization	-	403
Shares issued on Merger	-	33,456
Changes in non-cash working capital
Accounts receivable	9,782	17,766
Related party advances	3,680,136	1,651,580
Convertible note payable	-	50,000
Accounts payable	318,265	(165,956)
	(264,093)	123,473
Cash flow from investing activities
Additions to equipment	(1,913)
Additions to exploration assets	(37,849)	(119,376)
	(37,762)	(119,376)
Cash flow from financing activities
Proceeds from the issuance of shares	100	-
Additional paid in capital	102,900
Proceeds from loans	216,422	-
	319,422
Effect of exchange rate on changes in cash	16,285	(1,690)
Increase in cash and
cash equivalents	17,567	2,407
Cash and cash equivalents beginning of period	3,245	838
Cash and cash equivalents, end of period	$ 35,097	$ 3,245

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 and 2020

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization and Business Description

References in these notes to the consolidated financial statements to “GESI” “we,” “us,” “our Company” refer to General European Strategic Investments Inc. and its consolidated subsidiary ZB Capital AG (“ZB”) and ZB’s subsidiaries Valmatos GMBH and Laakso Minerals Oy. GESI was incorporated in Nevada in August 2011.

On September 24, 2020, GESI merged (the “Reverse Merger”) with and into ZB. ZB was the surviving corporation in the Reverse Merger and became the Company’s wholly owned subsidiary.

The Merger is being accounted for as a reverse-merger and recapitalization with ZB as the acquirer for financial reporting purposesandGESI asthe acquiredcompany. Consequently, the assetsand liabilities and the operationsthat arereflectedinthehistoricalfinancialstatementspriortotheMergerarethoseof ZBandarerecordedatthehistorical cost basis of ZB and the consolidated financial statements after completion of the Merger include the assets and liabilities of ZB and GESI and the historical operations of GESI and ZB from the closing date of the Merger. The stockholders’equity sectionhasbeen retroactivelyrestated for allperiodspresented toreflectthe accountingeffectof the reverse merger transaction on the basis of the 1:1 exchange ratio on the Mergerdate.

As a result of the Reverse Merger, GESI discontinued its pre-Reverse Merger business and acquired the business of ZB and will continue the existing business operations of ZB as a publicly traded company.

Uncertainties and Economic Development

InMarch2020,theWorldHealthOrganizationdesignatedthenewcoronavirus (“COVID-19”)as aglobalpandemic. Federal, state, and local governments have mandated orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, restrictions on travel, and work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has resulted in significant volatility in the financialmarkets.

The restrictions put in place by local governments could delay our exploratory programs on our mineral properties. Furthermore,theimpactofthepandemicontheglobaleconomycould alsonegativelyimpacttheavailabilityandcost of future borrowings should the need arise.

These financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Although the Company believes it will be successful, there is no guarantee the Company will attain its goal of a developing successful trading platforms. As a result, material uncertainty exists that may cast significant doubt about the Company’s ability to continue as a going concern.

There is no assurance that the Company will be successful in generating sufficient revenue or that the Company will beabletoobtainfinancingorthatsuchfinancingwill beonfavorableterms.Anysuchfinancingwouldbe dilutiveto our shareholders. Failure to generate sufficient revenue or the inability to obtain financing will result in an inability of the Company to continue as a goingconcern.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

These consolidated financial statements include the accounts of GESI., its wholly owned subsidiary, ZB Capital AG, and its wholly owned subsidiaries Valmatos GMBH Austria and Laakso Minerals OY Finland.

Name	Place of incorporation and kind of legalentity	Principal activities and place of operation
ZB Capital AG	Switzerland	Investment holding
Valmatos GMBH	Austria	Investment holding
Laakso Minerals OY	Finland	Investment holding

Basis of Presentation

Our financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to the customer, in anamountthatreflectstheconsiderationtheCompanyexpectstobeentitledtoinexchange forthegoodsorservices.

Mineral Property Costs

We have been in the exploration stage since inception and have not yet realized any revenues from our planned operations. All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.

If we do not continue with exploration after the completion of the feasibility study, the associated capitalized costs willbeexpensedatthattime.Costsofabandonedprojectsarechargedtominingcostsincludingrelatedpropertyand equipmentcosts.

To determine if the capitalized mineral property costs are in excess of their recoverable amount, we conduct periodic evaluationofthecarryingvalueofcapitalizedcostsandanyrelatedpropertyandequipment costsbaseduponexpected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360- 10-35-15, Impairment or Disposal of Long-Lived Assets.

Fair Value Measurements

We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

· Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in activemarkets.

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

· Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fairvalue.

Our financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Income Taxes

Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences betweenthefinancialreportingandtaxbasis ofassets and liabilitiesandaremeasuredusingthecurrentlyenactedtax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to berealized.

Basic and Diluted Loss Per Share

TheCompanycomputesbasicanddilutedincome(loss)pershareamountspursuanttosection260-10-45oftheFASB Accounting Standards Codification. Basic loss per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutivesecurities.

Property & Equipment

Propertyandequipmentarerecordedatcostlessaccumulateddepreciation.Gains orlosses ondisposalsarereflected as gain or loss in the period of disposal. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

	Estimated Useful Life
Equipment	20 years

Costsincurredinconstructingnewfacilities,includingprogress payments andothercosts relatedtoconstruction,are capitalized, and transferred to property, plant, and equipment on completion, at which time depreciation commences.

Thedilutedweightedaverage number ofcommonsharesoutstandingisthebasicweighted number ofsharesadjusted for the dilutive effect of potential future issuances of common stock related to outstanding options and warrants.

Recent Accounting Pronouncements

Fromtimetotime,newaccountingpronouncements areissuedbytheFinancialAccountingStandards Board orother standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

NOTE 3 – BUSINESS COMBINATION

The Merger was accounted for as a reverse recapitalization under U.S. GAAP because the primary assets of GESI were nominal at the close of the Merger. ZB was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) ZB stockholders and other persons holding securities convertible, exercisable or exchangeable directly or indirectly for ZB common stock owned the majority of the Company immediately following the effective time of the Merger, (ii) ZB holds the majority of board seats of the combined company, and (iii) ZB’s management holds all key positions in the management of the combined company.

ZB acquired no tangible assets and assumed no employees or operations from GESI.

NOTE 4 – GOING CONCERN

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 4 to the financial statement, the Company has continuously incurred a net loss of $(4,272,276) fortheyear endedDecember31,2021,andanaccumulateddeficitof$(155,980,085),and aworking capital deficit of

$(7,227,431) as at December 31, 2021. The continuation of the Company as a going concern through December 31, 2021, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

IftheCompanyisunabletosuccessfullycommenceitsbusinessoperationsina shortperiodoftime,orunabletoraise additionalcapitalorsecureadditionallending,theCompanymayneedtocurtailorceaseitsoperations.TheCompany believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managementplans toobtainsuchresources fortheCompanyincludeobtainingcapital fromthesaleofits equity,and short-term and long-term borrowings from banks, stockholders, or other related party(ies). However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

NOTE 5 – MINING LICENSES

Laakso Project

On November 18, 2020, ZB issued 125,000,000 of its own stock at value of CHF25,000,000 to acquire the Laakso Project in Finland. This issuance resulted in a non-controlling interest of ZB of approximately 15%. The non- controlling interest is in process of being acquired by GESI.

The Laakso Project, a Nickel-Copper Project, is located in central Finland and is 100% owned. GESI, through ZB’s wholly owned Finnish subsidiary Laakso Minerals, is the largest reservation holder in Finland’s prolific Kuusamo Mining District.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

The Company has the authority to issue up to 490,000,000, with a par value of $ 0.0001 per share. In 2020, the Company issued 44,629,712 shares for the acquisition of mining rights in Finland.

On January 11, 2021, the Company closed a private placement financing of €100,000 through the issuance of 1,000,000 common shares.

Series B Preferred Stock

OnJuly2,2020,theCompanyfiledaCertificateofDesignationofSeriesBPreferredStock,withapar value$0.00001. The number of authorized share of Series Preferred Stock is 100,000 shares. Each share of Series B Convertible Preferred Stock carries a par value of $0.001. Preferred shares are entitled to no dividends, no redemption rights, and no voting rights. Each 1 share of Series B Preferred Stock shall be convertible into 1,000 shares of Common Stock, with the restriction that the conversion will only be allowed if the converting shareholder does not end up with a resultant number of common shares in excess of 4.95% of the issued and outstanding shares of Common stock in the Corporation based upon post conversionnumbers.

On October 10, 2020, 100,000 Series B Preferred Stock was issued to settle interest and future interest on a €350,000 loan that was issued to ZB in 2014.

On April 13, 2021, 7,000 Series B Preferred Stock was converted to 7,000,000 common stock.

Series A1 Preferred Stock

On July 2,2020,theCompanyfileda CertificateofDesignationofSeriesA1Preferred Stock, with apar value$0.001. The number of authorized share of Series Preferred Stock is one share. The Series A1 preferred Stock stockholder is entitledto60%ofallvotes.TheSeriesA1PreferredStockshallnotbeentitledtoanydividends orconversion rights.

On July 2, 2020, the Company issued 1 Series A1 Preferred Stock.
NOTE 7 – PROPERTY & EQUIPMENT	December 31,	December 31,
	2021	2020
Equipment	$                   806	$                806
Addition	1,913	-
	2,719	806
Less: Accumulated depreciation	(806)	(806)

Property, plant, and equipment, net 1,913 -

NOTE 8 – RELATED PARTY TRANSACTION

The related parties of the company with whom transactions are reported in these consolidated financial statements are as follows:

Name of entity orIndividual	Relationship with theCompany
Eurogas Inc Utah.	Eurogas is a related-party loan provider and significant shareholder.
EPL Consulting AG	EPLis a related-party loan provider and significant shareholder.
Hohe Heide Kagar GmbH	HoheHeide Kagar GMBH is a related-party loan provider and shareholder.
Valmatos GmbH	Valmatos is a subsidiary of General European Strategic Investment Inc
Laakso Minerals OY	Laakso is a subsidiary of General European Strategic Investment Inc
Eurogas Minerals LLC	Eurogas Minerals LLC is a related-party loan provider and significant shareholder.

NOTE 9 – CONVERTIBLE PROMISSORY NOTES

$60,000 represents the total of 6 separate equal amount monthly notes issued as payment under the terms of a merger and acquisition advisory consulting agreement entered into between Green Energy Solutions and Nikolas Perrault in December 2019. Each note contains roll back protection provisions and is convertible at $0.001 and does not allow the holder to covert additional notes if such conversion would result in beneficial ownership of more than 9.9% of the outstanding shares of the company's common stock.

$10,000 represents a single payment under the terms of a general service management consulting agreement entered into between Green Energy Solutions and Christopher Lotito (former Green Energy CEO) in November 2019. The note contains roll back protection provisions and is convertible at $0.001 and does not allow the holder to covert additional notes if such conversion would result in beneficial ownership of more than 9.9% of the outstanding shares of the company's common stock.

NOTE 10 – REVENUE

Primarily related to the sale of mining rights.

NOTE 11 – NET (LOSS) INCOME PER SHARE

Basicnetincome pershareiscomputedusingthe weightedaveragenumberofcommonsharesoutstandingduringthe year.The dilutiveeffectof potential common sharesoutstandingis includedin dilutednetlossper share.Thefollowing table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2021, and 2020:

Years ended December31,
		2021		2020
Net Income/ (loss) income attributable to common shareholders	$	(4,272,276)	$	(1,463,776)
Weighted average common shares outstanding – Basic and diluted		310,646,485		302,646,485
Net (loss) income per share – Basic and diluted	$	(0.01)	$	(0.00)

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to the year-end, 30,000,000 common stock was issued to settle $30,000 of convertible notes payable that had been accrued in prior years.

On March 14, 2022, the Company announced a binding commitment to acquire a 49%-interest in Cold Pro Ltd. (ColdPro), a private UK company specializing in waste management in the UK for total consideration of £5 million.

ColdPro is a licensed UK-based integrated waste management business, and one of only six regulated approved authorized treatment facilities in the UK.

The 49%-interest is being acquired from United General LTD, which will retain a 51%-interest in ColdPro.

TheconsiderationwillbecomprisedofaUS$500,000payableincashwiththebalancesatisfiedthroughtheissuance of 7,500,000 restricted common shares of GESI or through cash, at GESI's election. The initial cash payment is due within six-months of the signing of this agreement.

NOTE 13 – COMPARATIVE FIGURES

Comparative figures have been reclassified to conform to current year’s presentation.

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.
Balance Sheets
(Expressed in United States dollars) (Unaudited)
	As of June30, 2022			As of December 31, 2021
ASSETS
Current Assets
Cash	$38,898			$35,097
Receivables and prepaid expenses and deposits	30,224			25,491
	69,122			60,588
Non-current assets
Equipment	1,249			1,913
Mining licenses (note 4)	31,393,402			25,907,225
TOTAL ASSETS	$31,463,773			$25,969,726
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and advances payable	$409,613			$639,347
Loans payable – Current	0			265,731
Related party advances – Current	0			6,302,939
	409,613			7,208,017
Loans payable - Long Term	3,010,316			0
Related party advances - Long Term	4,843,838			0
	8,263,767			7,208,017
Stockholders’ equity
Common stock, par value $0.0001
490,000,000                         authorized
340,646,485 issued and outstanding as at June 30, 2022	$3,406			$3,036
Series C Preferred stock, par value $0.0001		0	0
1,500,000 authorized
0 issued and outstanding as at June 30, 2022,
Series B Preferred stock, par value $0.00001		1	1
100,000 authorized
100,000 issued and outstanding as at June 30, 2022,
Series A1 Preferred stock, par value $0.001

1	Authorized
1	issued and outstanding as at June 30, 2022	0	0
Shares to be issued		4,500,000	0
Additional paid-up capital		177,487,620	174,563,920
Accumulated other comprehensive income		(269,050)	94,835
Accumulated deficit		(158,521,970)	-155,900,083
		23,200,007	18,761,709
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$31,463,773	$25,969,726

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.
Statements of Operations
(expressed in United States dollars)
	Six Months Ended June 30	Six Months Ended June 30
	2022	2021
Revenue	$-	$102,902
Cost of sales	-	-
Expenses
General and corporate	268,973	140,760
Net loss and comprehensive loss before interest and taxes	(268,973)	(37,858)
Interest expense		-
Income taxes	263	-
Net loss and comprehensive loss	(269,236)	(37,858)

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Consolidated Statement of Stockholders’ Equity

For the six months ended June 30, 2022, and 2021

(unaudited)

Common SharesPreferredShares

	Shares	Amount	Shares	Amount	Additional paid-in capital	Shares to be issued	Accumulated comprehensive Income	Accumulated Deficit	Total shareholders’ equity
	#	$	#	$	$	$	$	$	$
Balance December 31, 2020	302,646,485	3,026	100,001	1	178,779,588	0	(32,553)	(151,211,819)	27,543,831
Shares issued on private placement	1,000,000	10							10
Net loss and comprehensive loss							(3,493,643)	(32,270)	(3,531,501)
Balance March 31, 2021	303,646,485	3,036	100,001	1	178,779,588	0	(3,526,196)	(151,244,089)	24,012,340
Conversion of preferred series B (a)	7,000,000		(7,000)						0
Issued to settle debt									0
Shares issued on financing									0
Shares issued on private placement									0
Net loss and comprehensive loss					(7,678)		314,817	(44,343)	262,796
Balance June 30, 2021	310,646,485	3,036	93,001	1	178,771,910	0	(3,211,379)	(151,288,432)	24,275,136

Balance December 31, 2021	310,646,485	3,036	93,001	1	174,563,920	0	94,835	(155,900,083)	18,761,709
Conversion of preferred series B (a)		70							70
Issued to settle debt	30,000,000	300							300
Shares issued on Cold Pro Ltd investment						6,005,000			6,005,000
Net loss and comprehensive loss							(17,662)	(143,551)	(161,214)
Balance March 31, 2022	340,646,485	3,406	93,001	1	174,563,920	6,005,000	77,173	(156,043,635)	24,605,865
Conversion of preferred series B									0
Shares issued on Cold Pro Ltd investment						(1,505,000)			(1,505,000)
Shares issued on financing									0
Foreign exchange rate change					2,923,700			(2,478,334)	445,365
Net loss and comprehensive loss							(346,223)		(346,223)
Balance June 30, 2022	340,646,485	3,406	93,001	1	177,487,620	4,500,000	(269,050)	(158,521,969)	23,200,007

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Statements of Cash Flows (expressed in United States dollars)

(Unaudited)

‘	Six Months Ended June 30	Six Months Ended June 30
	2022	2021
Cash flow from operating activities
Net (loss) income for the period	$(269,236)	$(37,858)
Recovery of exploration expenses written off		-
Effect of change in foreign exchange rates	338,911	(2,028,446)
Changes in non-cash working capital
Accounts receivable	$4,733	407,689
Prepaid expenses		(32)
Equipment	(664)
Loans Payable	(2,744,585)	598,460
Related party advances	1,459,101	598,460
Accounts payable	229,734	1,076,791
	(982,006)	16,604
Cash flow from investing activities Additions to licensing investments	5,486,177
Additions to exploration assets		-
Cash flow from financing activities	5,486,177	-
Proceeds from the issuance of shares	(370)	-
Proceeds from license investment share issuance	(4,500,000)	-
	(4,500,370)	-
Increase in cash and
cash equivalents	3,801	16,604
Cash and cash equivalents beginning of period	35,097	4,165
Cash and cash equivalents, end of period	$38,898	20,769

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

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization and Business Description

References in these notes to the consolidated financial statements to “GESI” “we,” “us,” “our Company” refer to General European Strategic Investments Inc. and its consolidated subsidiary ZB Capital AG (“ZB”) and ZB’s subsidiaries Valmatos GMBH, Laakso Minerals Oy, and EuroGas Minerals LLC. GESI was incorporated in Nevada in August 2011.

On September 24, 2020, GESI merged (the “Reverse Merger”) with and into ZB. ZB was the surviving corporation in the

Reverse Merger and became the Company’s wholly owned subsidiary.

TheMergerisbeingaccountedforasareverse-mergerandrecapitalizationwithZBastheacquirerforfinancialreporting purposes andGESIasthe acquiredcompany. Consequently, theassetsand liabilities and theoperationsthatarereflected inthe historical financial statementsprior totheMergerare thoseof ZB and are recorded atthe historical costbasis ofZB and the consolidated financial statements after completion of the Merger include the assets and liabilities of ZB and GESI and the historical operations of GESI and ZB from the closing date of the Merger. The stockholders’ equity section has beenretroactively restatedforallperiodspresentedtoreflect theaccountingeffect ofthereversemergertransactionon the basis of the 1:1 exchange ratio on the Mergerdate.

Asa resultofthe ReverseMerger,GESI discontinueditspre-ReverseMergerbusinessand acquiredthebusinessofZB and will continue the existing business operations of ZB as a publicly tradedcompany.

Uncertainties and Economic Development

InMarch2020,the WorldHealthOrganizationdesignatedthe new coronavirus(“COVID-19”)asaglobal pandemic. Federal,state,and local governments have mandated orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, restrictions on travel, and work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has resulted in significant volatility in the financialmarkets.

The restrictions put in place by local governments could delay our exploratory programs on our mineral properties. Furthermore, the impact of the pandemic on the global economy could also negatively impact the availability and cost of future borrowings should the need arise.

These financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentationassumestheCompanywillcontinueinoperationfortheforeseeablefutureandbeabletorealizeitsassetsand discharge its liabilities and commitments in the normal course of business. Although the Company believes it will be successful, there is no guarantee the Company will attain its goal of a developing successful trading platforms. As a result, material uncertainty exists that may cast significant doubt about the Company’s ability to continue as a going concern.

Thereisnoassurancethat theCompanywillbesuccessfulingeneratingsufficientrevenueorthattheCompanywillbeabletoobtain financing or that such financing will be on favorable terms. Any such financing would be dilutive to our shareholders. Failure to generatesufficientrevenueortheinabilitytoobtainfinancingwillresultinaninabilityoftheCompanytocontinueasagoingconcern.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

These consolidated financial statements include the accounts of GESI., its wholly owned subsidiary, ZB Capital AG, and its wholly owned subsidiaries Valmatos GMBH Austria, Laakso Minerals OY Finland, and Eurogas Minerals.

Basis of Presentation

Our financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted

in the United States of America (“U.S. GAAP”).

Use of Estimates

Thepreparationof financialstatementsinconformitywith U.S.GAAPrequiresmanagementtomakeestimatesandassumptions that affectthereported amounts ofassetsand liabilitiesat thedateofthefinancialstatementsand thereported amounts ofrevenues and expenses during the reporting period. Actual results could differ from thoseestimates.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

Mineral Property Costs

We have been in the exploration stage since inception and have not yet realized any revenues from our planned operations. All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition.Minedevelopmentcosts incurredtodevelop neworedeposits,toexpand the capacity ofmines,ortodevelop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged tooperations.If wedonotcontinue withexplorationafter the completionofthe feasibilitystudy,theassociatedcapitalizedcostswill beexpensedatthattime.Costsofabandonedprojectsarechargedtominingcostsincludingrelatedpropertyandequipmentcosts.

To determine if the capitalized mineral property costs are in excess of their recoverable amount, we conduct periodic evaluation of the carrying value of capitalized costs and any related property and equipment costs based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long- Lived Assets.

Fair Value Measurements

We account for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As

a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three levels of inputs used to measure fair value are as follows:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly orindirectly.

Level3: Inputsthataregenerallyunobservable.Theseinputsmaybeusedwithinternallydevelopedmethodologiesthat result in management’s best estimate of fair value.

Ourfinancialinstrumentsconsistprincipallyofcash,accountsreceivable,accountspayable,accruedliabilitiesandnotespayable.The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financialinstruments.

Income Taxes

Income taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis ofassetsandliabilitiesand aremeasured usingthe currentlyenacted tax rates andlaws.A valuation allowanceis provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic and Diluted Loss Per Share

The Company computes basic and diluted income (loss) per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic loss per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities.Dilutedincome (loss)pershare iscomputedbydividingnetincome(loss)available tocommonshareholdersbythediluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted for the dilutive effect of potential future issuances of common stock related to outstanding options andwarrants.

Recent Accounting Pronouncements

Fromtimetotime,newaccountingpronouncementsareissuedbytheFinancialAccountingStandardsBoardorotherstandardsetting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows whenimplemented.

NOTE 3 – BUSINESS COMBINATION

The Merger was accounted for as a reverse recapitalization under U.S. GAAP because the primary assets of GESI were nominal at the closeofthe Merger.ZBwasdeterminedtobetheaccountingacquirer baseduponthetermsof theMerger andotherfactors, including: (i) ZBstockholdersand other personsholdingsecuritiesconvertible,exercisable orexchangeable directlyorindirectlyforZBcommon stock owned the majority of the Company immediately following the effective time of the Merger, (ii) ZB holds the majority of board seatsofthecombinedcompany,and(iii)ZB’smanagementholdsallkeypositionsinthe managementofthecombinedcompany.

47

ZB acquired no tangible assets and assumed no employees or operations from GESI.

NOTE 4 – LICENSES

Laakso Project

On November 18, 2020, ZB issued 125,000,000 of its own stock at value of CHF25,000,000 to acquire the Laakso Project in Finland. This issuance resulted in a non-controlling interest of ZB of approximately 15%. The non-controlling interest is in process of being acquired by GESI.

The Laakso Project, a Nickel-Copper Project, is located in central Finland and is 100% owned. GESI, through ZB’s wholly owned Finnish subsidiary Laakso Minerals, is the largest reservation holder in Finland’s prolific Kuusamo Mining District.

ColdPro Project

OnMarch14,2022,theCompany announcedabindingcommitmenttoacquirea49%-interestinColdProLtd.(ColdPro),aprivateUK company specializing in waste management in the UK for total consideration of £5million.

ColdPro isalicensed UK-basedintegratedwastemanagementbusiness,and one of onlysix regulatedapprovedauthorized treatment facilities in theUK.

The 49%-interest is being acquired from United General LTD, which will retain a 51%-interest in ColdPro.

The consideration will be comprised of a US$500,000 payable in cash with the balance satisfied through the issuance of 7,500,000 restricted common shares of GESI or through cash, at GESI's election. The initial cash payment is due within six-months of the signing of this agreement.

NOTE 5 – LOANS PAYABLE - CONVERTIBLE PROMISSORY NOTES

Included in the open balance are two historical convertible notes payable remaining from the original merger.

A $60,000 convertible note payable represents the total of 6 separate equal amount monthly notes issued as payment under the terms of a merger and acquisition advisory consulting agreement entered into between Green Energy Solutions and Nikolas Perrault in December 2019. Each note contains roll back protection provisions and is convertible at $0.001 and does not allow the holder to covert additional notes if such conversion would result in beneficial ownership of more than 9.9% of the outstanding shares of the company's common stock. This note had $20,000 converted into two 5,000,000 share conversions on February 17, 2022, and March 24, 2022. As of June 30, 2022, there is a balance of $40,000.00 due under this agreement.

A $10,000 convertible note payable represents a single payment under the terms of a general service management consulting agreement entered into between Green Energy Solutions and Christopher Lotito (former Green Energy CEO) in November 2019. The note contains roll back protection provisions and is convertible at $0.001 and does not allow the holder to covert additional notes if such conversion would result in beneficial ownership of more than 9.9% of the

outstanding shares of the company's common stock. This note was converted into 5,000,000 shares on January 14, 2022.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

The Company has the authority to issue up to 490,000,000, with a par value of $ 0.0001 per share. In 2020, the Company issued 44,629,712 shares for the acquisition of mining rights in Finland.

On January 11, 2021, the Company closed a private placement financing of €100,000 through the issuance of 1,000,000 common shares.

48

Series B Preferred Stock

On July 2, 2020, the Company filed a Certificate of Designation of Series B Preferred Stock, with a par value $0.00001. The number of authorized share of Series Preferred Stock is 100,000 shares. Each share of Series B Convertible Preferred Stock carries a par value of $0.001. Preferred shares are entitled to no dividends, no redemption rights, and no voting rights. Each 1 share of Series B Preferred Stock shall be convertible into 1,000 shares of Common Stock, with the restriction that the conversion will only be allowed if the converting shareholder does not end up with a resultant number of common shares in excess of 4.95% of the issued and outstanding shares of Common stock in the Corporation based upon post conversion numbers.

OnOctober10,2020,100,000 SeriesBPreferredStockwasissuedtosettleinterestandfutureinterestona€350,000loanthatwasissued to ZB in 2014.

On April 13, 2021, 7,000 Series B Preferred Stock was converted to 7,000,000 common stock.

Series A1 Preferred Stock

On July 2, 2020, the Company filed a Certificate of Designation of Series A1 Preferred Stock, with a par value $0.001. The number of authorized share of Series Preferred Stock is one share. The Series A1 preferred Stock stockholder is entitled to 60% of all votes. The Series A1 Preferred Stock shall not be entitled to any dividends or conversion rights.

On July 2, 2020, the Company issued 1 Series A1 Preferred Stock.

Series C Preferred Stock

OnJune10,2022,theCompanyfiledaCertificateofDesignationofSeriesCPreferredStock,withaparvalue$0.0001.Thenumberof authorized shareof SeriesCPreferredStockis1,500,000 shares.The Preferredsharesareentitled to no dividends, noredemptionrights, andnovotingrights.Each1shareofSeriesCPreferredStockshallbeconvertibleinto100sharesofCommonStock,withtherestriction that the conversion will only be allowed if the converting shareholder does not end up with a resultant number of common shares in excess of 4.95% of the issued and outstanding shares of Common stock in the Corporation based upon post conversion numbers.

Series C Preferred Stock carry anti-dilution and piggy-back rights and shares may be converted once the Corporation’s stock is at a volume weighted average price (VWAP) of $5.00 for 20 consecutive days.

NOTE 6 – REVENUE

Primarily related to the sale of mining rights.

NOTE 7 – SUBSEQUENT EVENTS

The Company filed additional criminal charges against Austrian building materials TycoonRobert Schmid and provided and update on ICSID Proceedings.

The Company successfully renegotiated extended repayment terms with several of its main Creditors.

NOTE 8 – COMPARATIVE FIGURES

Comparative figures have been reclassified to conform to current year’s presentation.

49

Dealer Prospectus Delivery Obligation

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

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

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

SEC Registration	$	$ 25,126
Legal Fees and Expenses		5,000
Accounting Fees*		30,000
Miscellaneous*		200
Total	$	60,326

* Estimated

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

Item 14. Indemnification of Directors and Officers

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

Item 15. Recent Sales of Unregistered Securities

Between October 1, 2020, and October 1, 2022, we sold a total of 340,321,666 common shares to fourteen investors. The issuances of the shares to the investors were exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D. The shares bear a restrictive transfer legend. This transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers, and (c) relied on a detailed disclosure document to communicate to the investors all material facts about the issuer including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

Item 16. Exhibits

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation of General European Strategic Investments, Inc.
3.2	Bylaws
5.1	Opinion of Thomas Cook, Esq.
10.7	Subscription Agreement.
23.1	Auditors Consent

II-1

Item 17. Undertakings

The undersigned hereby undertakes:

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

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

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

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

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

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

end of the offering.

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

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

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

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

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

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

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

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

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, NV on November 29, 2022.

General European Strategic Investments, Inc.

By: /s/ Wolfgang Rauball

Wolfgang Rauball, President, Director

Principal Executive Officer

By: /s/ Christopher Malone

Christopher Malone, Treasurer, Director,

Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on November 29, 2022.

General European Strategic Investments, Inc.

By: /s/ Wolfgang Rauball

Wolfgang Rauball, President, Director

Principal Executive Officer

By: /s/ Christopher Malone

Christopher Malone, Treasurer, Director,

Principal Financial and Accounting Officer

II-3

EX-3.1

Exhibit 3.1 - Articles of Incorporation

FILED

98 MAY 28 PM 1:31

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

EFFECTIVE DATE

5-21-98

ARTICLES OF INCORPORATION

OF

WILDWOOD MANAGEMENT CORPORATION

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of Florida.

ARTICLE I. NAME

The name of the corporation shall be WILDWOOD MANAGEMENT CORPORATION. The principal place of business of this corporation shall be 222 Lakeview Avenue, Suite 160, West Palm Beach, FL 33401.

ARTICLE II. NATURE OF BUSINESS

This corporation may engage or transact in any and all lawful activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 50,000,000 shares of common stock having $.0001 par value per share and 10,000,000 shares of preferred stock having $.0001 par value per share.

ARTICLE IV. ADDRESS

The street address of the initial registered office of the corporation shall be 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480, and the name of the registered agent of the corporation at that address is Donald F. Mintmire.

ARTICLE V. TERM OF EXISTENCE

This corporation is to exist perpetually.

1

ARTICLE VI. DIRECTORS

This corporation shall have no Directors, initially. The affairs of the Corporation will be managed by the shareholders until such time as Directors are designated as provided by the Bylaws.

ARTICLE VII. INCORPORATOR

The name and street address of the incorporator to these Articles of Incorporation is:

Donald F. Mintmire, Esq.

Mintmire & Associates

265 Sunrise Avenue

Suite 204

Palm Beach, Florida 33480.

ARTICLE VIII. EFFECTIVE DATE

The corporation shall commence its existence on May , 1998.

ARTICLE IX. CONFLICT OF INTEREST

Any related party contract or transaction must be authorized, approved or ratified at a meeting of the Board of Directors by sufficient vote thereon by directors not interested therein or the transaction must be fair and reasonable to the Corporation.

ARTICLE X. INDEMNIFICATION

The Corporation shall indemnify its Officers, Directors, Employees and Agents in accordance with the following:

(a) The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the

2

Corporation, or is or was otherwise serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct to be unlawful. The termination of any action, suit or proceeding, by judgment, order, settlement, conviction upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe the action was unlawful.

(b) The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), actually and reasonably incurred by him in connection with. the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be·-in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of-- any claim, issue or matter as to whether such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless, and only to, the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

3

(c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in the defense of any action, suit· or proceeding referred to in Sections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under Section (a) or (b) of this Article (unless ordered by a court) -shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the officer, director, employee or agent is proper under the circumstances, because he has met the applicable standard of conduct set forth in Section (a) or (b) of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote _of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not. obtainable or, even if obtainable, a quorum of the disinterested directors so directs, by independent legal counsel in a written opinion, or (iii)- by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for that purpose.

(e) Expenses (including attorney’s fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized in Section (d) of this Article, upon receipt of an understanding by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to .be indemnified by the Corporation as authorized in this Article.

(f) The Board of Directors may exercise the Corporation’s power to purchase and maintain insurance on behalf of any person who is or was a - director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article.

4

(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Amended Articles Incorporation, the Bylaws, agreements, vote of the shareholders of disinterested directors, or otherwise, both as to action in his official capacity and as to action. in. another capacity while holding such. office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

Article XI. Law Applicable to Control-Share Voting Rights.

The provisions set forth in Fl. Stat. 607.0902 do not apply to control-share acquisitions of shares of the Corporation.

5

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on this 21th day of May, 1998.

/s/ Donald F. Mintmire

Donald F. Mintmire

STATE OF FLORIDA }

} SS:

COUNTY OF PALM BEACH }

The foregoing instrument was acknowledged before me this 20th day of May, 1998 by Donald F. Mintmire, who is personally known to me and who (did/did not) take an oath.

/s/ Jennifer J. Edwards

Notary Public

/Notary Stamp/

/State Seal/

JENNIFER J. EDWARDS

MY COMMISSION # CC6 88296

EXPIRES: October 13, 2001

Bonded Thru Notary Public Underwriters

Donald F. Mintmire, having been designated to act as Registered Agent, hereby agrees to act in this capacity.

/s/ Donald F. Mintmire

Donald F. Mintmire

FILED

98 MAY 28 PM 1:27

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

6

FILED

98 DEC 11 AM 10:10

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

WILDWOOD MANAGEMENT CORPORATION

Pursuant to the provisions of section 607.1006, Florida Statutes, this corporation adopts the following articles of amendment to its articles of incorporation:

FIRST: Amendment(s) adopted: (Indicate article number(s) being amended, added or deleted)

ARTICLE I. NAME.

The name of the corporation shall be changed from Wildwood Management Corporation to ExpoNet Enterprises Corp. The principal place of business of this corporation shall be 222 Lakeview Avenue, Su1te 160-160, West Palm Beach, Florida 33401.

ARTICLE XII. SPECIAL AUTRORITY OF BOARD OF DIRECTORS AND WAIVER OF DISSENTERS RIGHTS.

The Board of Directors shall be and are hereby authorized to enter into on behalf of the corporation and to bind the corporation without shareholder approval, any and all acts approving (a) the terms and conditions of a merger and/or a share exchange; and (b) divisions, combinations and/or splits of shares of any class or series of stock of the corporation, whether issued or unissued, with or without any change in the number of authorized shares; and shareholders affected thereby shall not be entitled to dissenters rights with respect thereto under any applicable statutory dissenters rights provisions.

SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:

THIRD: The date of each amendment’s adoption: 12-10-98.

FOURTH: Adoption of Amendment(s) (check one)

[X] The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval.

[ ] The amendment(s) was/were approved by the shareholders through voting groups.

The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval by ______________.” (voting group)

[ ] The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

[ ] The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 10th day of December, 1998.

Signature: /s/ James D. Brock

(By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholders)

OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)

James D. Brock

Typed or printed name

President

Title

FILED

99 FEB 1 PM 12:58

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

WILDWOOD MANAGEMENT CORPORATION

Pursuant to the provisions of section 607.1006, Florida Statutes, this corporation adopts the following articles of amendment to its articles of incorporation:

FIRST: Amendment(s) adopted: (Indicate article number(s) being amended, added or deleted)

1. THE NAME OF THE CORPORATION IS

eSTeeM Software Solutions, Inc.

SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:

THIRD: The date of each amendment’s adoption: JANUARY 28, 1999.

FOURTH: Adoption of Amendment(s) (check one)

[X] The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval.

[ ] The amendment(s) was/were approved by the shareholders through voting groups.

The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval by ______________.” (voting group)

[ ] The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

[ ] The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 28th day of January, 1999.

Signature: /s/ David Garrick Jr.

(By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholders)

OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)

DAVID GARRICK JR.

Typed or printed name

PRESIDENT

Title

FILED # C35179-01

DEC 31 2001

IN THE OFFICE OF

DEAN HELLER

NEVADA SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

WAVESCRIBE INTERNATIONAL CORP.

A Nevada Corporation

I, the undersigned, being the original Incorporator herein named, for the purposes of forming a Corporation under the General Corporation Laws of the State of Nevada to do business both within and without the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true:

ARTICLE I

NAME

The name of the Corporation is WAVESCRIBE INTERNATIONAL CORP.

ARTICLE II

RESIDENT AGENT & REGISTERED OFFICE

Section 2.01. Resident Agent. The name and address of the Resident Agent for service of process is Nevada Corporate Headquarters, Inc., 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109. Mailing Address: P.O. Box 27740, Las Vegas, NV 89126.

Section 2.02. Registered Office. The address of its Registered Office is 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109.

Section 2.03. Other Offices. The Corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of Directors and Stockholders held outside the State of Nevada with the same effect as if in the State Nevada.

ARTICLE III

PURPOSE

The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE IV

SHARES OF STOCK

Section 4.01. Number and Class. The Corporation shall authorize the issuances of a single class of Capital Stock in the amount of fifty million (50,000,000) shares of Common Stock, at $.0001 par value.

Notwithstanding the foregoing these Articles hereby vest the Board of Directors of the Corporation with such authority as may be necessary to prescribe such classes, series and numbers of each class or series of stock. In addition the Board is hereby vested with such authority as may be necessary to prescribe the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock created. All classes of stock may be issued from time to time without action by the stockholders.

Section 4.02. No Preemptive Rights. Unless otherwise determined by the Board of Directors, holders of the Stock of the Corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the Corporation authorized, issued or sold, or to be authorized, issued or sold, and convertible into shares of the Corporation, nor any right of subscription thereto.

Section 4.03. Non-Assessability of Shares. The Shares of the Corporation, after the amount of the subscription price has been paid, in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

ARTICLE V

DIRECTORS

Section 5.01. Governing Board. The members of the Governing Board of the Corporation shall be styled as Directors.

Section 5.02. Initial Board of Directors. The initial Board of Directors shall consist of not less than one (1), and not more than seven (7) members. The name and address of an initial member of the Board of Directors is as follows:

NAME ADDRESS

Cort W. Christie P.O. Box 27740

Las Vegas, Nevada 89126

This individual Shall serve as a Director until the first annual meeting of the Stockholders or until his successor(s) shall have been elected and qualified.

Section 5.03. Change in Number of Directors. The number of Directors may be increased or decreased by a duly adopted amendment to the Bylaws of the Corporation.

ARTICLE VI

INCORPORATOR

The name and address of the Incorporator is Nevada Corporate Headquarters, Inc., P.O. Box 22740, Las Vegas, Nevada 89126.

ARTICLE VII

PERIOD OF DURATION

The Corporation is to have a perpetual existence.

ARTICLE VIII

DIRECTORS’ AND OFFICERS’ LIABILITY

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

ARTICLE IX

INDEMNITY

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

Without limiting the application of the foregoing, the stockholders or board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the state of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, as its representative in a partnership, joint venture, trust or other

Enterprises against any liability asserted against such person and incurred in such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall in inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X

AMENDMENTS

Subject at all times to the express provisions of section 4.03 which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these articles of incorporation or its bylaws, in the manner now or hereafter prescribed by statute or by these articles of incorporation or said bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.

ARTICLE XI

POWERS OF DIRECTORS

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

(1) Subject to the Bylaws, if any, adopted by the Stockholders, to make, alter or repeal the Bylaws of the Corporation;

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

(3) to authorize the guarantee by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;

(4) to set apart out of any of the funds of the corporation's available for distributions a reserve or reserves for any proper purpose and to abolish any such reserve;

(5) By resolution, to designate one or more committees, each committee to consist of at least one director of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated and the volleyballs of the corporation or as may be determined from time to time by resolution adopted by the board of directors; and

(6) to authorize the corporation by its officers or agents to exercise all such powers and to do all such acts and things as may be exercised or done by the corporation, except and to the extent that any such statute shall require action by the stockholders of the corporation with regard to the exercising of any such power or doing of any such act or thing.

In addition to the powers and authorities herein before or by statute expressly conferred upon them, the board of directors may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, except as otherwise provided herein and by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of DECEMBER, 2001, hereby declaring and certifying that the facts stated hereinabove are true.

/s/ Cort W. Christie

Cort W. Christie

(For Nevada Corporate Headquarters, Inc.)

I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for the previously named Corporation on 31^st day of DECEMBER, 2001.

/s/ Dianne R. Temple

Dianne R. Temple-Office Administrator

On behalf of Nevada Corporate Headquarters, Inc.

FILED # C35179-01

DEC 31 2001

IN THE OFFICE OF

DEAN HELLER

NEVADA SECRETARY OF STATE

ARTICLES OF CONVERSION

OF

ESTEEM SOFTWARE SOLUTIONS, INC.

A

Foreign entity to be converted to a Nevada corporation

I, the undersigned, being the original organizer herein named, for the purpose of converting a corporation, from a Florida corporation, originally organized under the laws of that state, to a Nevada corporation, to be duly organized under the laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Conversion, hereby declaring and certifying that the facts herein stated are true.

ARTICLE I

NAME OF CONSTITUENT ENTITY

The name of the constituent entity to be converted, is a Florida corporation, organized under the laws of that state and known on its various public records as ESTEEM SOFTWARE SOLUTIONS, INC.

ARTICLE II

NAME OF RESULTING ENTITY

The name of the resulting entity to be organized under the laws of the state of Nevada, will be changed from the name of the existing entity in Florida. The name of the resulting entity and into which the constituent entity will be converted, is WAVESCRIBE INTERNATIONAL CORP., a Nevada corporation.

ARTICLE III

PLAN OF CONVERSION

A complete and executed plan of conversion has been adopted by the constituent entity in compliance with the laws of the state of Florida. That plan is on file and the registered offices of the resulting entity’s resident agent.

ARTICLE IV

STATE OF ORIGIN OF CONSTITUENT ENTITY

The state of origin of the constituent entity is the State of Florida.

ARTICLE V

JURISDICTION OR AUTHORITY OF RESULTING ENTITY

The state of jurisdiction for the entity resulting from this conversion is the State of Nevada.

ARTICLE VI

RESIDENT AGENT AND REGISTERED OFFICE

SECTION 6.01 Resident Agent. The name and address of the Resident Agent for the resulting entity, for the purpose of service of process, is Nevada Corporate Headquarters, Inc., 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109. Mailing address P.O. Box 37740, Las Vegas, Nevada 89126.

SECTION 6.02 Registered Office. The address of its registered office is 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109.

SECTION 6.03 Other Offices. The resulting entity may also maintain offices for the transaction of business at any other place within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of Directors and Shareholders held outside of the State of Nevada shall have the same effect as though held within the State of Nevada.

ARTICLE VII

ORGANIZER

The name of the organizer of this conversion is Julian Edwards, President of Esteem Software Solutions, Inc.

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of DECEMBER, 2001, hereby declaring and certifying that the facts stated hereinabove are true.

/s/ Julian Edwards

Julian Edwards, President

I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for the previously named Corporation on December 31, 2001.

/s/ Cort W. Christie

Cort W. Christie

(For Nevada Corporate Headquarters, Inc.)

Filed in the Office of

Dean Heller

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20060598871-26

Filed On 09/19/2006

Number of Pages 1

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Wavescribe International Corp.

2. The articles have been amended as follows (provide article numbers, if available):

The name of the Corporation is Security Financing Services, Inc.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 64%.

4. Effective date of filing (optional): __________

5. Officer Signature (required): /s/ Don Bresina

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of the shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

Filed in the Office of

Ross Miller

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20080027143-67

Filed On 01/14/2008

Number of Pages 4

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Security Financing Services, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Name Change: The new name of the Corporation is Echo Satellite Communications, Inc.

Reverse Split: The Company has effected a 200 for 1 reverse stock split of its common stock with a par value of $0.0001. After the reverse the Company will have 1,000,000 common shares authorized.

Increase in Authorized: The Company is increasing its authorized stock to 500,000,000 shares of which 490,000,000 are designated as common shares with a par value of $0.0001 and 10,000,000 are designated as preferred shares with a par value of $0.0001.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 62.11%.

4. Effective date of filing (optional): __________

5. Officer Signature (required): /s/ Don Bresina

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of the shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

SECURITY FINANCING SERVICES, INC.

We, the undersigned hereby certify that, pursuant to the provisions of the Nevada Business Company Act, the undersigned Company adopted the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is Echo Satellite Communications, Inc.

ARTICLE FOUR

1. General. The corporation shall have authority to issue two classes of shares, to be designated as “Preferred” and “Common”. The total number of shares which the corporation is authorized to issue is 500,000,000 shares. the number of common shares authorized is 490,000,000 and the par value of each share is $0.0001 per share. The common shares shall have identical rights and privileges in every respect. The number of preferred shares authorized is 10,000,000 and the par value of each such share is $0.0001 per share.

2. Preferred Stock. the board of directors is vested with the authority to adopt A resolution or resolutions providing for the issue of authorized but unissued shares of preferred stock, which shares may be issued from time to time in one or more series and in such amounts as may be determined by the board of directors in such resolution or resolutions. The characteristics of the preferred stock, including the ownership powers, voting powers, designations, preferences, and relative, participating, optional or other rights, if any, of each series of preferred stock and the qualifications, limitations or restrictions, if any, of such preferences and/or rights (collectively the “Series Terms”), such as are stated and expressed in a resolution or resolutions providing for the creation or revision of such series terms (a “Preferred Stock Series Resolution”) adopted by the board of directors or a committee of the board of directors to which such responsibility is specifically and lawfully delegated. The powers of the board with respect to the series terms of a particular series (any of which powers may, by a resolution of the board of directors, be specifically delegated to one or more of its committees, except as prohibited by law) shall include, but not be limited to, the establishment of the following relative rights and preferences:

A. The rate of dividends;

B. The price at and the terms and conditions for which shares may be redeemed;

C. The amount payable upon shares in event of involuntary liquidation;

D. The amount payable upon shares in event of voluntary liquidation;

E. Sinking fund provisions (if any) for the redemption or purchase of shares;

F. The terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion; and

G. Voting rights, including the number of votes per shares, the matter on which shares can vote, and the contingencies which make the voting rights effective.

3. Preferences, Limitations and Relative Rights.

A. General. All shares of common stock shall have identical rights with each other except as provided in this Article 4 or in preferred series resolutions, all shares of preferred stock shall have preferences, limitations and relative rights identical with each other. Except as expressly provided in the preferred stock series resolutions, shares of preferred stock shall have only the preferences and relative rights expressly stated in this article.

B. Dividends.

i.The preferred stock at the time outstanding shall be entitled to receive, when, as, and if declared by the board of directors, out of any funds legally available therefore, dividends at the rate fixed by the board of directors.

ii.No dividends shall be declared or paid on common stock unless full dividends on outstanding preferred stock for all past dividend periods and for the current dividend periods shall have been declared and paid.

C. Liquidation Preference. In the event of dissolution, liquidation, or winding up of the corporation (whether voluntary or involuntary), after payment or provision for payment of debts but before any distribution to the holders of the common stock, as provided under Nevada law, the holders of each series of preferred stock then outstanding shall be entitled to receive the amount fixed by the board of directors, plus a sum equal to all accumulated, but unpaid dividends (if any) to the date fixed for distribution. All remaining assets shall be distributed pro rata among the holders of common stock.

D. Redemption.

i.All or part of any one or more series of preferred stock may be redeemed at any time or times at the option of the corporation by a resolution of the board of directors, in accordance with the terms and provisions of this article four and subject to any series terms as set forth in a preferred stock series resolution, and those fixed by the board of directors. The corporation may redeem shares of anyone or more series without redeeming shares of other series, as determined by the board of directors. If less than all the shares of any series are to be redeemed, the shares of the series to be redeemed shall be selected ratably whether by lot or by any other equitable method determined by the board of directors.

ii.Redeemed shares Shall be paid for an amount and manners as fixed by the board of directors.

iii.Shares Of preferred stock which are redeemed shall be cancelled and shall be restored to the status of authorized but unissued shares.

E. Purchase. Except As provided in this article, nothing shall limit the right of the corporation to purchase any of its outstanding shares in accordance with law, by public or private transaction.

F. Voting. Except As fixed by the board of directors and except as otherwise expressly provided by law, all voting powers shall be in common stock and, except as may be set forth in serious terms and except as set forth in a preferred stock series resolution which may provide for voting rights, none in the preferred stock. Where preferred stock as a class has voting power, all series of preferred stocks shall be a single class.

ARTICLE TWELVE

AUTHORITY OF THE BOARD OF DIRECTORS TO CHANGE CORPORATE NAME

The board of directors shall have the right to change the name of the corporation without shareholder approval to a name that reflects the industry or business in which the corporation's business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the corporation that the board of directors, in its sole discretion, deems appropriate.

The board of directors recommended and consented to this amendment on December 31, 2007. A majority of the shareholders of the company voted to amend the articles of incorporation. A total of 100,000,000 shares of common stock voted in favor of the amendment to the articles of incorporation, which constituted the vote of a majority of the shares entitled to vote on this amendment. There are no other classes of stock outstanding.

/s/ Don Bresina

Don Bresina, Chairman

Filed in the Office of

Ross Miller

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20090334473-85

Filed On 04/10/2009

Number of Pages 12

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Echo Satellite Communications, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Name Change: The new name of the Corporation is SatMAX Corporation.

Reverse Split: The Company has effected a 20 for 1 reverse stock split of its common stock with a par value of $0.0001.

Amended and Restated Articles of Incorporation are attached hereto.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 60.975%.

4. Effective date of filing (optional): 4/24/09

5. Officer Signature (required): /s/ Don Bresina

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of the shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

ECHO SATELLITE COMMUNICATIONS, INC.

We, the undersigned hereby certify that, pursuant to the provisions of the Nevada Business Company Act, the undersigned Company adopted the following Articles of Amendment to its Articles of Incorporation:

ARTICLE 1

The name of the corporation is SatMAX Corporation.

The board of Directors recommended and consented to this amendment on December 31, 2008.

/s/ Don Bresina

Don Bresina, Chairman

CERTIFICATE OF ACTION OF SHAREHOLDERS

OF

ECHO SATELLITE COMMUNICATIONS, INC.

ECHO SATELLITE COMMUNICATIONS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada (the “Company”), DOES HEREBY CERTIFY:

FIRST, that the holders of a majority of all shares of common stock of the company adopted the following resolutions:

RESOLVED, that the shareholders of the company deem it to be in the best interest of the company to ratify and approve a 20 for 1 reverse stock split of the company's common shares;

RESOLVED, that the record date for determining the holders of common shares subject to the reverse split shall be set as April 20, 2008;

RESOLVED, that the effective date for the forward stock split shall be April 24, 2008;

RESOLVED, that the shareholders of the company deem it to be in the best interest of the company to change the name of the company to Echo Satellite Communications, Inc.; and

BE IT FURTHER RESOLVED, that in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, the proper officers of the Company B and they hereby are authorized and directed to take all such further action, to execute and deliver any and all agreements, instruments, and documents, relating thereto and in the name and on behalf of the company, under its corporate seal or otherwise, and to pay all such fees and expenses, which shall in their judgment be necessary, proper or advisable.

IN WITNESS WHEREOF, the undersigned, representing a majority of the outstanding shares of the Company have set forth their hand as of the 10^th day of April, 2009.

/s/ PLC Capital Ventures, LLC

PC Capital Ventures, LLC

Number of Shares: 50,000,000

These shares represent 60.975% of the shares outstanding.

AMENDED ANO RESTATED ARTICLES OF INCORPORATION

OF SATMAX CORPORATION

ARTICLE I - NAME

The name of the corporation is SatMAX Corporation.

ARTICLE II- REGISTERED OFFICE AND AGENT

The address of the registered office of the "Corporation" is 10253 JERSEY SHORES AVE, LAS VEGAS, NEVADA 89135, and the name of the registered agent at such address is RAMAH KIRKLAND.

ARTICLE III - PURPOSE

The Corporation is organized for the purposes of transacting any and all lawful business for which a corporation may be incorporated under the Nevada Revised Statutes, now or hereafter in force (the "NRS").

ARTICLE IV - CAPITAL SHARES

4.1 Authorized Shares. The total number of shares of stock that the Corporation shall have authority to issue is 500,000,000 shares, which shall consist of 490,000,000 shares of common stock, $0.0001 par value per share ("Common Shares") and 10,000,000 shares of preferred stock, $.0001 par value per share ("Preferred Shares"). Except as otherwise provided in accordance with these Articles of Incorporation, the Common Shares shall have unlimited voting rights, with each share being entitled to one vote, and the rights to receive the net assets of the Corporation upon dissolution, with each share participating on a pro rata basis.

4.2 Issuance of Preferred Shares. The Board of Directors is hereby authorized from time to time, without shareholder action, to provide for the issuance of Preferred Shares in one or more series not exceeding in the aggregate the number of Preferred Shares authorized by these Articles of Incorporation, as amended from time to time; and to determine with respect to each such series the voting powers, if any (which voting powers, if granted, may be full or limited), designations, preferences, and relative, participating, option, or other special rights, and the qualifications, limitations, or restrict ions relating thereto, including without limiting the generality of the foregoing, the voting rights relating to Preferred Shares of any series (which may be one or more votes per share or a fraction of a vote per share, which may vary over time, and which may be applicable generally or only upon the happening and continuance of stated events or conditions), the rate of dividend to which holders of Preferred Shares of any series may be entitled (which may be cumulative or noncumulative), the rights of holders of Preferred Shares of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation, the rights, if any, of holders of Preferred Shares of any series to convert or exchange such Preferred Shares of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (Including the determination of the price or prices or the rate or rates applicable to such rights to convert Or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable), whether or not the shares of that series shalt be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount

per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinking fund or otherwise and the terms and conditions of such obligation.

4.3 Filings and Effectiveness. Before the Corporation shall issue any Preferred Shares of any series, Articles of Amendment or Restated Articles of Incorporation, fixing the voting powers, designations, preferences, the relative, participating, option, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the Preferred Shares of such series, and the number of Preferred Shares of such series authorized by the Board of Directors to be issued shall be filed with the Secretary of State in accordance with the NRS and shall become effective without any shareholder action. The Board of Directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series

subsequent to the issuance of shares of that series.

ARTICLE V - DIRECTORS

5.1 Governing Board. The members of the Governing Board of the Corporation shall be styled as Directors.

5.2 Number. The number of directors of the Corporation shall consist of not less than one (1), and not more than seven (7) members.

5.2 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless for any reason there are no directors in office in which case they shall be filled by a special election by shareholders.

5.4 Change in Number of Directors. The number of Directors may be increased or decreased by a duly adopted amendment to the Bylaws of the Corporation.

ARTICLE VI - ELECTION OF DIRECTORS

Shareholders of the Corporation shall not have the right to cumulate votes in the election of directors.

ARTICLE VII - SPECIAL SHAREHOLDER MEETINGS

Special meetings of the shareholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

ARTICLE VIII - AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, repeal, alter, amend, and rescind the bylaws of the Corporation by a resolution adopted by a majority of the directors.

ARTICLE IX- LIMITATION OF DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for:

(a) Acts or omissions involving intentional misconduct by the director or a knowing violation of law by the director;

(b) Any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

If the NRS is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent not prohibited by the NRS, as so amended. The provisions of this Article shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while such provisions are in effect, and each such Directors shall be deemed to be serving as such in reliance on the provisions of this Article. Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.

ARTICLE X - MERGERS, SHARE EXCHANGES, AND OTHER TRANSACTIONS

A merger, share exchange, sale of substantially all of the Corporation's assets, or dissolution must be approved by the affirmative vote of a majority of the Corporation's outstanding shares entitled to vote, or if separate voting by voting groups is required then by not less than a majority of all the votes entitled to be cast by that voting group.

ARTICLE XI - INDEMNIFICATION

11.1 Definitions. As used in this Article:

a. "Agent" means an individual who is or was an agent of the Corporation or an individual who, while an agent of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. "Agent" includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an agent.

b. "Corporation" means the Corporation, and any domestic or foreign predecessor entity which, in a merger or other transaction, ceased to exist.

c. "Director" means an individual who is or was a director of the Corporation or an individual who, white a director of the Corporation, is or was serving at the Corporation's request as a director officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. "Director » includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of a director.

d. "Employee" means an individual who is or was an employee of the Corporation or an individual, while an employee of the Corporation, Is or was serving at the Corporation's request as a

director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise- "Employee" includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an employee.

e. "Expenses" include counsel fees.

f. "Indemnitee" means an individual made a party to a proceeding because the individual is or was a Director, Officer, Employee, or Agent of the Corporation, and who possesses indemnification rights pursuant to these Articles or other corporate action. "Indemnitee" includes, unless the context requires otherwise, the spouse, heirs, estate, and personal representative of such individuals.

g, "Liability" means the obligation to pay a judgment, settlement penalty, fine, including an excise tax with respect to an employee benefit plan, or reasonable Expenses incurred with respect to a proceeding.

h. "Officer" means an individual who is or was an officer of the Corporation (regardless of whether or not such individual was also a Director) or an individual who, while an officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, "Officer" includes, unless the context requires otherwise, the spouse, heirs, estate and personal representative of an officer.

i. "Party" includes an individual who was, is, or ls threatened to be named a defendant, respondent or witness in a proceeding.

j. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, derivative, criminal, administrative, or investigative, and whether formal or informal.

11.2 Indemnification Rights of Directors and Officers. The Corporation shall indemnify its Directors and Officers to the full extent not prohibited by applicable law now or hereafter in force against liability arising out of a Proceeding to which such individual was made a Party because the individual is or was a Director or an Officer. However, such indemnity shall not apply on account of:

(a) Acts or omissions of a Director or Officer finally adjudged to be intentional misconduct or a knowing violation of law;

(b) Any transaction with respect to which it was finally adjudged that a Director or Officer personally received a benefit in money, property, or services to which the Director or Officer was not legally entitled.

Subject to the foregoing, it is specifically intended that Proceedings covered by indemnification shall include Proceedings brought by the Corporation (including derivative actions); proceedings by government entities and governmental officials; or other third party actions.

11.3 Indemnification of Employees and Agents of the Corporation. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay Expenses in advance of the final disposition of a Proceeding to Employees and Agents of the Corporation who are not also

Directors, in each case to the same extent as to a Director with respect to the indemnification and advancement of Expenses pursuant to rights granted under, or provided by, the Act or otherwise.

11.4 Partial Indemnification. If an Indemnitee is entitled to indemnification by the Corporation for some or a portion of Expenses, liabilities, or losses actually and reasonably incurred by Indemnitee in an investigation, defense, appeal or settlement but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses, liabilities or losses to which Indemnitee is entitled.

11.5 Procedure for Seeking Indemnification and/or Advancement of Expenses. The following procedures shall apply in the absence of (or at the option of the Indemnitee, in lieu thereof), specific procedures otherwise applicable to an Indemnitee pursuant to a contract, trust agreement, or general or specific action of the Board of Directors:

11.5.1 Notification and Defense of Claim. Indemnitee shall promptly notify the Corporation in writing of any proceeding for which indemnification could be sought under this Article. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

With respect to any such proceeding as to which Indemnitee has notified the Corporation:

(a) The Corporation will be entitled to participate therein at its own expense; and

(b) Except as otherwise provided below, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. Indemnitee's consent to such counsel may not be unreasonably withheld.

After notice from the Corporation to Indemnitee of its election to assume the defense, the Corporation will not be liable to Indemnitee under this Article for any legal or other Expenses subsequently incurred by Indemnitee in connection with such defense. However, Indemnitee shall continue to have the right to employ its counsel in such proceeding, at Indemnitee's expense; and if:

(i) The employment of counsel by Indemnitee has been authorized by the Corporation;

(ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of such defense; or

(iii) The Corporation shall not in fact have employed counsel to assume the defense of such proceeding, the fees and Expenses of Indemnitee's counsel shall be at the expense of the Corporation.

The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall reasonably have made the conclusion that a conflict of interest may exist between the Corporation and the Indemnitee in the conduct of the defense.

11.5.2 Information to be Submitted and Method of Determination and Authorization of Indemnification. For the purpose of pursuing rights to indemnification under this Article, the

Indemnitee shall submit to the Board a sworn statement requesting indemnification and reasonable evidence of all amounts for which such indemnification is requested (together, the sworn statement and the evidence constitute an "Indemnification Statement").

Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Corporation shall, within sixty (60) calendar days thereafter, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless: (1) within such sixty {60) calendar day period it shall be determined by the Corporation that the Indemnitee is not entitled to indemnification under this Article; {2) such determination shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption); and (3) the Indemnitee shall receive notice in writing of such determination, which notice shall disclose with particularity the evidence upon which the determination is based.

The foregoing determination may be made: (1) by the Board of Directors by majority vote of a quorum of Directors who are not at the time parties to the proceedings; (2) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate) consisting solely of two (2) or more Directors not at the time parties to the proceeding; (3) by special legal counsel; or (4) by the shareholders as provided by the NRS.

Any determination that the Indemnitee is not entitled to indemnification, and any failure to make the payments requested in the Indemnification Statement, shall be subject to judicial review by any court of competent jurisdiction.

11.5.3 Special Procedure Regarding Advance for Expenses. An Indemnitee seeking payment of Expenses in advance of a final disposition of the proceeding must furnish the Corporation, as part of the Indemnification Statement:

(a) A written affirmation of the Indemnitee's good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemnification; and

(b} A written undertaking, constituting an unlimited general obligation of the Indemnitee, to repay the advance if it is ultimately determined that the Indemnitee did not meet the required standard of conduct.

Upon satisfaction of the foregoing the Indemnitee shall have a contractual right to the payment of such Expenses.

11.5.4 Settlement. The Corporation is not liable to indemnify Indemnitee for any amounts paid in settlement of any proceeding without the Corporation 's written consent. The Corporation shall not settle any proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee may unreasonably withhold its consent to a proposed settlement.

11.6. Contract and related rights.

11.6.1 Contract Rights. The right of an Indemnitee to indemnification and advancement of Expenses is a contract right upon which the Indemnitee shall be presumed to have relied in

determining to serve or to continue to serve in his or her capacity with the Corporation. Such right shall continue as long as the Indemnitee shall be subject to any possible proceeding. Any amendment to or repeal of this Article shall not adversely affect any right or protection of an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment or repeal.

11.6.2 Optional Insurance, Contracts, and Funding. The Corporation may:

{a) Maintain insurance, at its expense, to protect itself and any Indemnitee against any liability, whether or not the Corporation would have power to indemnify the individual against the same liability under NRS;

(b) Enter into contracts with any Indemnitee in furtherance of this Article and consistent with the NRS; and

(c) Create a trust fund, grant a security interest, or use other means (including without limitation a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

11.6.3 Severability. If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect.

11.6.4 Right of Indemnitee to Bring Suit. If (1) a claim under this Article for indemnification is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation; or (2) a claim under this Article for advancement of Expenses is not paid in full by the Corporation within twenty (20) days after a written claim has been received by the Corporation, then the Indemnitee may, but need not, at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the extent successful in whole or in part, the Indemnitee shall be entitled to also be paid the expense (to be proportionately prorated if the Indemnitee is only partially successful) of prosecuting such claim. Neither (1) the failure of the Corporation (including its Board of Directors, its shareholders, or independent legal counsel) to have made a determination prior to the commencement of such proceeding that indemnification or reimbursement or advancement of Expenses to the Indemnitee is proper in the circumstances; nor (2) an actual determination by the Corporation (including its Board of Directors, its shareholders, or independent legal counsel that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of Expenses, shall be a defense to the proceeding or create a presumption that the Indemnitee is not so entitled.

11.6. Nonexclusivity of Rights. The right to indemnification and the payment of Expenses incurred in defending a Proceeding in advance of its final disposition granted in this Article shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, provision of this Article or the Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The Corporation shall have the express right to grant additional indemnity without seeking further approval or satisfaction by the shareholders. All applicable indemnity provisions and any applicable law shall be interpreted and applied so as to provide an Indemnitee with the broadest but nonduplicative indemnity to which he or she is entitled.

11.7 Contribution. If the indemnification provided in Section 11.2 of this Article is not available to be paid to Indemnitee for any reason other than those set forth in subparagraphs 11.2(a), 11.2(b), and 11.2(c) of Section 11.2 of this Article (for example, because indemnification is held to be against public policy even though otherwise permitted under Section 1.2) then in respect of any proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such proceeding), the Corporation shall contribute to the amount of loss paid or payable by Indemnitee in such proportion as is appropriate to reflect:

The relative benefits received by the Corporation on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose, and the relative fault of the Corporation on the one hand and the Indemnitee on the other hand in connection with the events which resulted in such loss, as well as any other relevant equitable consideration.

The relative benefits received by and fault of the Corporation on the one hand and the Indemnitee on the other shall be determined by a court of appropriate jurisdiction (which may be the same court in which the proceeding took place) with reference to, among other things, the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such loss. The Corporation agrees that it would not be just and equitable if a contribution pursuant to this Article was determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

11.8 Exceptions. Any other provision herein to the contra ry notwithstanding, the Corporation shall not be obligated pursuant to the terms of these Articles to indemnify or advance Expenses to Indemnitee with respect to any proceeding.

11.8.1 Claims Initiated by Indemnitee. Initiated or brought voluntarily by Indemnitee and not by way of defense, but such indemnification or advancement of Expenses may be provided by the Corporation in specific cases if the Board of Directors finds it to be appropriate. Notwithstanding the foregoing, the Corporation shall provide indemnification including the advancement of Expenses with respect to Proceedings brought to establish or enforce a right to indemnification under these Articles or any other statute or law or as otherwise required under the statute.

11.8.2 Lack of Good Faith. Instituted by Indemnitee to enforce or interpret this Article, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous.

11.8.3 Insured Claims. For which any of the Expenses or liabilities for indemnification is being sought have been paid directly to Indemnitee by an insurance carrier under a policy of officers' and directors' liability insurance maintained by the Corporation.

11.8.4 Prohibited by Law. If the Corporation is prohibited by the NRS or other applicable law as then in effect from paying such indemnification and/or advancement of Expenses. For example, the Corporation and Indemnitee acknowledge that the Securities and Exchange Commission ("SEC") has taken the position that indemnification is not possible for liabilities arising under certain federal securities laws. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with the SEC to submit the

question of indemnification to a court in certain circumstances for a determination of the Corporation's right to indemnify Indemnitee.

11.9 Successors and Assigns. All obligations of the Corporation to indemnify any Director or Officer shall be binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets and any successor by merger or otherwise by operation of law). The Corporation shall not effect any sale of substantially all of its assets, merger, consolidation, or other reorganization, in which it is not the surviving entity, unless the surviving entity agrees in writing to assume all such obligations of the Corporation.

ARTICLE XII - CORPORATION'S ACQUISITION OF ITS OWN SHARES

The Corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal with and in its own shares. Shares of the Corporation's stock acquired by it pursuant to this Article shall be considered "Treasury Stock" and so held by the Corporation. The shares so acquired by the Corporation shall not be considered as authorized and unissued but rather as authorized, issued, and held by the Corporation. The shares, so acquired shall not be regarded as cancelled or as a reduction to the authorized capital of the Corporation unless specifically so designated by the Board of Directors in an amendment to these Articles of Incorporation. The provisions of this Article do not alter or effect the status of the Corporation's acquisition of its shares as a "distribution" by the Corporation, nor alter or effect the limitations on distributions by the Corporation. Any shares so acquired by the Corporation, unless otherwise specifically designated by the Board of Directors, at the time of acquisition, shall be considered on subsequent disposition, as transferred rather than reissued. Nothing in this Article limits or restricts the right of the Corporation to resell or otherwise dispose of any of its shares previously acquired for such consideration and according to such procedures as established by the Board of Directors.

The undersigned has signed these Amended and Restated Articles of Incorporation as of December 31, 2008.

/s/ Don Bresina

DON BRESINA, Chairman

Filed in the Office of

Ross Miller

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20110517115-84

Filed On 07/13/2011

Number of Pages 1

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)

1. Name of corporation: SATMAX CORPORATION

2. The articles have been amended as follows (provide article numbers, if available):

NAME TO BE CHANGED TO

GREEN ENERGY SOLUTION INDUSTRIES, INC.

3. The undersigned declare that they constitute at least two-thirds of the following:

(check only one box) [ ] incorporators [X] board of directors

4. Effective date of filing (optional): _________

5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

6. Signatures: (If more than two signatures, attach an 8 1/2" X 11” plain sheet with the additional signatures.)

X /s/ (Illegible) X /s/ (Illegible)

Authorized Signature Authorized Signature

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by the appropriate fees.

Filed in the Office of

Barbara K. Cegavske

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20200772047

Filed On 7/8/2020 12:50:00 PM

Number of Pages 3

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Green Energy Solution Industries, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

IT IS RESOLVED, that the name of the Corporation shall be “General European Strategic Investments, Inc.”

IT IS RESOLVED, that the Corporation is hereby authorized to amend its Articles of Incorporation to affect a 1,000 to 1 reverse stock split of its common stock without adjusting the number of authorized shares.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 60.

4. Effective date of filing (optional) Date: __________ Time: __________

5. Officer Signature (required): /s/ (Illegible)

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of the shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

GREEN ENERGY SOLUTION INDUSTRIES, INC.

ARTICLE I

The name of the corporation shall be General European Strategic Investments, Inc. (the “Corporation”).

ARTICLE II

The period of its duration shall be perpetual.

ARTICLE III

The Corporation is organized of conducting any lawful business for which a corporation may be organized under the laws of the State of Nevada.

ARTICLE IV

The aggregate number of shares that the corporation will have authority to issue is Five Hundred Million (500,000,000) shares with Four Hundred Ninety Million (490,000,000) be issued as Common Stock, with a par value of $0.0001 per share, and Ten Million (10,000,000) issued as Preferred stock. Shares of any stock class may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors. The board of directors of this corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Nevada Revised Statutes, to:

(i) Designate in whole or in part, the powers, preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class.

(ii) Create One or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the powers, preferences, limitations, and relative rights of any class of shares before the issuance of any shares of that series.

(iii) Alter or revoke the powers, preferences limitations, and relative rights granted to or imposed upon any holy unissued class of shares or any holy unissued series of any class of shares.

(iv) Increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series, provided that, the number may not be decreased below the number of shares of the series then outstanding or increased above the total number of authorized shares of the applicable class of series available for designation as part of the series;

(v) Determine the dividend rate on the shares of any class of shares or series of shares, whether dividends will be cumulative, and if so, from which date(s), and the relative rates of priority, if any, payment of dividends on shares of that class of shares or series of shares;

(vi) Determine whether that class of shares or series of shares will have voting rights, in addition to the voting rights provided by law, and, if, so, the terms of such voting;

(vii) Determine whether or not these shares of that class of shares or series of shares will have conversion privileges and, if, so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors determines;

(viii) Determine whether or not these shares of that class of shares or series of shares will be redeemable and, if, so, the terms and conditions of such redemption, including the date or date upon or after which they were redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(ix) Determine whether or not these shares of that class of shares or series of shares will have a sinking fund for the redemption or purchase of shares of that class of shares or series of shares and, if, so, the terms and amount of such sinking fund;

(x) determine the rights of the shares of that class of shares or series of shares in the event of voluntary liquidation, dissolution or dining up the Corporation and the relative rights of priority, if any, of payment of shares of that class of shares or series of shares; and

(xi) determine any other relative rights, preference and limitation of that class of shares or series of shares.

The allocation between the classes, or among the series or each class, or unlimited voting rights and the right to receive the net assets of the corporation upon dissolution shall be as designated by the board of directors. All rights accruing to the outstanding shares of the corporation's not expressly provided for to the contrary of in the corporations bylaws or in any amendment hereto shall be vested in the common stock. Accordingly, unless and until otherwise designated by the board of directors of the corporation and subject to any superior rights as so designated the common stock shall have unlimited voting rights and be entitled to receive the net assets of the corporation upon dissolution.

ARTICLE V

Provisions for the regulation of the internal affairs of the corporation will be contained in its bylaws as adopted by the board of directors the number of directors of the corporation shall be fixed by its bylaws.

ARTICLE VI

The corporation shall indemnify any person against expenses, including without limitation attorney’s fees, judgments, fines and amounts paid in settlement, actual and reasonable incurred by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving as the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise in all circumstance in which and to the extent that such indemnification is permitted and provided for the laws of the State of Nevada then in effect.

ARTICLE VII

To the fullest extent permitted in Chapter 78 of the Nevada Revised Statutes as the same exists of may hereafter be amended, and officer or directors of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages.

ARTICLE VIII

the corporation expressly elects not to be governed by or be subject to the provision of section 78.378 through 78.3793 of the Nevada Revised Statutes or any similar or succor statues adopted by the state which may be deemed to apply to the corporation from time to time.

SIGNATURE

The undersigned hereby certifies on behalf of Green Energy Solution Industries, Inc., a corporation duly organized and existing under the laws of the State of Nevada, (the “Corporation”) that:

1. The Undersigned is the President and Secretary, respectively of the Corporation

2. The foregoing Amended and Restated Articles of Incorporation have been duly approved by a majority vote of the Board of Directors.

3. The foregoing Amended and Restated Articles of Incorporation has been duly approved by the required vote of the shareholders in accordance with Nevada Corporations Code.

I further declare under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct to our knowledge.

IN WITNESS WHEREOF, the undersigned officers have signed this Amended and Restated Articles of Incorporation this 2nd day of July, 2020.

/s/ Chris Lotito

By: Chris Lotito

Title: CEO

Filed in the Office of

Barbara K. Cegavske

Secretary of State

State of Nevada

Business Number C35179-2001

Filing Number 20222408272

Filed On 6/17/2022 1:34:00 PM

Number of Pages 3

Certificate, Amendment or Withdrawal of Designation

NRS 78.1955, 78.1955(6)

Certificate of Designation

1. Entity Information:

Name of entity: GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Entity or Nevada Business Identification Number (NVID): C35179-2001

2. Effective date and time: For Certificate of Designation or Amendment to Designation Only (Optional): Date: __________ Time: __________ (must not be later than 90 days after the certificate is filed)

3. Class or series of stock: (Certificate of Designation only)

The class or series of stock being designated within this filing:

Series C Convertible Preferred Stock

4. Information for amendment of class or series of stock: The original class or series being amended within this filing: _____

5. Amendment of class or series of stock:

Certificate of Amendment to Designation- Before Issuance of Class or Series

As of the date of this certificate no shares of the class or series of stock have been issued.

Certificate of Amendment to Designation- After Issuance of Class or Series

The amendment has been approved by the vote of shareholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.

6. Resolution: (Certificate of Designation and Amendment to Designation only)

By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*

1,500,000 of its 10,000,000 authorized $0.0001 par value Preferred Stock as Series C Convertible Preferred Stock. (additional pages attached)

7.Withdrawal: Designation being Withdrawn: _____ Date of Designation: _____

8. Signature: (Required) X /s/ Wolfgang Rauball Date: 17-JUN-22

* Attach additional page(s) if necessary

This form must be accompanied by appropriate fees.

SERIES C CONVERTIBLE PREFERRED STOCK

a. Authorized Shares. The shares of the series of preferred stock are hereby created and authorized, and shall be designated “Series C Convertible Preferred Stock” (the “Series C Convertible Preferred Stock”). The total number of authorized shares constituting the Series C Convertible Preferred Stock shall be 1,500,000 shares. The number of shares constituting this series of preferred stock of the Corporation may be increased or decreased at any time, from time to time, in accordance with applicable law up to the maximum number of shares of preferred stock authorized under the Articles, less all shares at the time authorized of any other series of preferred stock of the Corporation; provided, however, that no decrease shall reduce the number of shares of this series to a number less than that of the then-outstanding shares of Series C Convertible Preferred Stock. The stated par value of the Series C Convertible Preferred Stock shall be $0.0001 per share. Shares of the Series C Convertible Preferred Stock shall be dated the date of issue.

b. Dividend Rights. The holders of shares of Series C Convertible Preferred Stock shall not be entitled to receive any dividends.

c. Liquidation Rights. The holders of shares of Series C Convertible Preferred Stock shall not have any liquidation rights.

d. Voting Rights. The holders of Series C Convertible Preferred Stock shall not be entitled to (a) any voting rights with respect to the Series C Convertible Preferred Stock or (b) notice of any meeting of the shareholders of the Corporation, except in each case to the extent specifically required by Nevada law.

e. Conversion Rights. The holders of Series C Convertible Preferred Stock may convert their shares at a one-for-one hundred (1:100) basis into common stock once the Company’s stock at a volume-weighted average price (VWAP) of $5.00 for 20 consecutive days. These Series C Convertible Preferred Stock shares will mature 15 years after the date of original issuance. Any holder of shares of Series C Convertible Preferred Stock desiring to convert any portion thereof into shares of Common Stock shall give written notice that such holder elects to convert a stated number of Series C Convertible Preferred Stock into Common Stock (the “Conversion Notice”) and shall surrender each certificate representing the Series C Convertible Preferred Stock to be converted, duly executed in favor of the Corporation or in blank accompanied by proper instruments of transfer, at the principal business office of the Corporation (or at such other place as may be designated by Corporation). The Conversion Notice shall set forth the name or names (with the address or addresses) in which the certificate or certificates for shares of the Common Stock shall be issued. To the extent permitted by law, the conversion of the Series C Convertible Preferred Stock pursuant to this section into Common Stock shall be deemed to have been effected immediately prior to the close of business on the date on which all the conditions of this section have been satisfied, and at such time the rights of the holder of such shares of Series C Convertible Preferred Stock so converted shall cease, and the person or persons in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the share of Common Stock represented thereby. The date on which the conversion of the Series C Convertible Preferred Stock pursuant to this section into Common Stock shall be deemed to have been effected is hereinafter referred to as the “Effective Conversion Date”. Except as otherwise provided herein, no payment or adjustment shall be made in respect of the Common Stock delivered upon conversion of the Series C Convertible Preferred Stock. As soon as practicable after the Effective Conversion Date, the Corporation shall issue and deliver, or cause to be issued and delivered, to the converting holder a certificate or certificates for the number of whole shares of Common Stock issuable by reason of the conversion of such shares of Series C Convertible Preferred Stock, registered in such name or names and such denominations as the converting holder has specified, subject to compliance with applicable laws to the extent such designation shall involve a transfer. In case the number of shares of Series C Convertible Preferred Stock represented by the certificate or certificates surrendered for conversion pursuant to this section exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder thereof a new certificate for the number of shares of Series C Convertible Preferred Stock represented by the certificate or certificates surrendered that are not to be converted. The Corporation shall at all times reserve and keep available out of its authorized and unissued shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of the Series C Convertible Preferred Stock from time to time outstanding, but shares of Common Stock held in the treasury of the Corporation may, at the discretion of the Corporation, be delivered upon any conversion of the Series C Convertible Preferred Stock.

f. Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the U.S. Securities and Exchange Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Series C Preferred Convertible shares that such Holder requests to be registered.

g. Anti-Dilution Provision. If prior to the Time of Conversion or delivery of shares to the Holder, there is a capital reorganization of the Company and, the outstanding shares of the Company are subdivided, re-divided, or changed into a greater, or consolidated into a lesser number of shares or reclassified into different shares and if the Holder has not exercised its right of conversion prior to the effective date of such subdivision, re-division, change or consolidation or reclassification (hereinafter referred to as a “Change”), the Holder shall be entitled to receive and shall accept, upon the exercise of such right of conversion at any time thereafter in lieu of the number of shares to which the Holder was entitled upon conversion immediately prior to such change, the aggregate number of shares of the Company that the Holder would have been entitled to receive as a result of such Change, if, on the effective date thereof, the Holder had been the registered holder of the number of shares to which it was entitled upon conversion immediately prior to the Change.

EX-3.2

Exhibit 3.2

BY-LAWS OF WAVESCRIBE INTERNATIONAL CORP.

ARTICLE I

OFFICES

1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las Vegas, State of Nevada. The corporation may have such other offices within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

1. BI-ANNUAL MEETING. The bi-annual meeting of the stockholders shall be held on the first Monday in March of every other year commencing with the year 2002 at the hour of 10:00 a.m. for the purpose of electing directors and officers and for the transaction of other business that may come up before the meeting. If the day fixed for the bi-annual meeting shall be declared a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any bi-annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.

2. SPECIAL MEETING. Special meeting of the stockholders may be called by the directors, or by the President. Special meetings shall be called any time upon the request of the stockholders owning not less than fifty percent (50%) of the outstanding stock of the corporation entitled to vote at such meeting.

3. PLACE OF MEETING. All meetings of the stockholders shall be held at the principal office of the corporation in the City of Las Vegas, State of Nevada or at such other place as shall be determined from time to time by the Board of Directors. If the place of the meeting is not at the principal offices of the corporation, the place of such meeting shall be stated in the call of the meeting.

4. NOTICE OF MEETING. Notice of the time and place of the bi-annual meeting of stockholders shall be given by mailing written notice of the meeting at least ten (10) days prior to the meeting to each stockholder of record of the corporation entitled to vote at such meeting, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid thereon. The notice of the time and place of special meetings shall be given by written notice or by personal notice five (5) days prior to the meeting to each stockholder of record of the corporation entitled to vote at such meeting.

5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the stockholders entitled to notice of or entitled to vote at any regular meeting of stockholders or any special meeting, or of determining the stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Directors of the corporation shall provide that the stock transfer books be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books are to be closed for or the purpose of determining stockholders entitled to noticed of a special meeting or of the bi-annual meeting of stockholders, such book shall be closed for at least fourteen (14) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in the case of a meeting of shareholders, not less than (10) days prior to the date on which a particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at the meeting of shareholders, or shareholders entitled to received payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be record date for such determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6. VOTING LISTS. The officer or agent in charge of the stock transfer books for the corporation shall prepare before each meeting of stockholders a complete list of stockholders entitled to vote at the meeting arranged in alphabetical order with the address of and number of shares held by each person. The list shall be prepared five (5) days prior to the stockholders' meeting and shall be keep on file at the principal office of the corporation and subject to inspection during normal business hours by any stockholder. The list shall also be produced and kept open at the stockholders' meeting and shall be subject to inspection by any stockholder during the meeting.

7. QUORUM. The quorum at any bi-annual of special meeting of stockholder shall consist of stockholders representing, capital stock of the corporation entitled to vote at such meetings, except as otherwise specifically provided by law or in the Articles of Incorporation. If a quorum is not present at a properly called stockholders' meeting, the meeting shall be adjourned by then present and an additional and further notice sent to all stockholders notifying them of the adjournment of the meeting and the date and time and place of the adjourned meeting. At such adjourned meeting. At such adjourned meeting, at which a quorum is present or represented, business may be transacted which might have been transacted at the meeting as originally notified.

8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by their duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.

9. VOTING OF SHARES. At all elections for directors of the corporation, each shareholder may cast as many votes in the aggregate as he is entitled to vote under its charter, multiplied by the number of directors to be elected. Each shareholder may cast a whole number of votes, either in person or by proxy, for one candidate or distribute said votes among two or more candidates. On all other matters each shareholder shall have one vote for each share of stock owned by the shareholder. All elections for directors of the corporation shall be decided by plurality vote. All other questions shall be decided by majority vote.

10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such into his name. Shares standing the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of it own stock belonging to the Corporation shall be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

11. ORDER OF BUSINESS. The order of business at all meetings of stockholders shall be as follows:

a. Roll call.

b. Proof of notice of meeting or waiver of notice.

c. Reading of minutes of preceding meeting.

d. Reports of Officers.

e. Reports of Committees.

f. Election of Directors.

g. Unfinished Business.

h. New Business.

12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors consisting of not less than one or more than seven directors. The Board of Directors shall be elected for a term of two years and shall hold office until the successors are elected and qualified. Directors need not be stockholders. In addition to the power and authority granted by the By-Laws and the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things that are not forbidden by statute, Articles of Incorporation, or by these By-Laws.

2. VACANCIES. All vacancies in the Board of Directors, whether caused by resignation, death of otherwise, may be filled by a majority vote of the remaining director or directors, even though they constitute less than a quorum, or by a majority vote of the stockholders. This may be accomplished at any special or regular meeting of the Board of Directors or by the stockholders at any regular or special meeting. A director thus elected to fill any vacancies shall hold office for the unexpired term of their predecessor and until their successor is elected and qualified.

3. REGULAR MEETINGS. A regular meeting of the directors shall be held at the same time as the bi-annual meeting of stockholders. No notice of the regular meeting of the Board of Directors shall be sent. The directors may provide by resolution the time and place for the holding of additional regular meetings other than the meeting at the bi-annual meeting of stockholders, by giving notice under their same provisions as that notice given of a stockholders meeting.

4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President, or in his absence, by the Vice President, or by any two directors, to be held at the time and place designated in notice of special meeting. The notice of special meeting shall be in the same form and done in the same manner as the notice given for stockholders' meeting.

5. NOTICE. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the notice be given to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except; where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.

7. QUORUM. The majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting shall be adjourned. Any resolution adopted in writing and executed and signed by a majority of the Board of Directors, accompanied with a showing that the resolution had been presented to all directors, shall constitute and be a valid resolution as if the resolution had been adopted at a meeting at which all directors shall in all respects bind the corporation and constitute full and complete authority for the officers acting pursuant to it.

8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

10. REMOVAL. Any director may be removed for cause by the majority vote of the stockholders or by a majority vote of the Board of Directors. Any director may be removed without cause by a majority vote of the stockholders.

11. RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors and the President or the Secretary or the corporation. The resignation shall be effective upon receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.

12. COMPENSATION. No compensation shall be paid to directors as such for their services but the Board of Directors by resolution can fix a sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving a compensation therefore.

13. CONTRACTS. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director may be a party to or may be interested in any contract or transaction of this Corporation , and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

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

15. PRESUMPTION OF ASSENT. A director of a corporation who is present at a meeting of the Board of Directors at which action on any corporate matter has been taken, will be presumed to have assented to the action taken unless their dissent is entered in the minutes of the meeting or unless they had filed their written dissent to such action with the person acting as the Secretary at the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

1. OFFICERS. The officers of the corporation shall be a President, Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if needed), each of whom shall be elected by the Board of Directors. Such officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more officers may be held by the same person. Officers may be directors or shareholders of the Corporation.

2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be elected annually at the regular meeting of the Board of Directors. Each officer shall hold office for one year or until their successor shall have been duly elected and qualified. They can resign by giving written noticed to any member of the Board of Directors of the corporation. The resignation shall take effect upon receipt thereof and the acceptance shall not be necessary to make it effective.

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

4. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment, the best interests of the corporation would be served by such removal. Such removal shall be without prejudice to the contractual rights, if any, of the persons so removed.

5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired position of the term.

6. PRESIDENT. The President shall be the principal executive officer, shall generally supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of stockholders and of directors. He shall sign with the Secretary, Certificates for share of Common Stock. The President shall also sign deeds, mortgages, bonds, contracts of any other instrument which the directors have authorized to be executed by the President. The President shall be responsible for the Corporate Books, unless this is delegated to another officer. The President in general shall perform all the duties incident to the office of President and such other during as may be prescribed by he directors from time to time.

7. VICE-PRESIDENTS. In the absence of the President, or in the event of a death, inability or refusal to act, the Vice-President shall perform the duties of the President. When they are so acting, they shall have all the powers of and by subject to all the restrictions of the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The Vice-President shall serve in equal capacity.

8. SECRETARY. The secretary shall keep the minutes of the stockholders and of the directors meetings and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall issue the notices for all meetings except that a notice of a special meeting of the directors called at the request of two directors may be issued by those directors. The secretary shall keep a register of the post office address of each stockholder and shall have general charge of the stock transfer books unless this duty is given to a Transfer Agent. The secretary shall make reports and perform such other duties as are incident to their office or are properly required of them by the Board of Directors or the President.

9. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He/she shall receive monies due to the corporation and give receipts therefore and shall disperse the funds of the corporation in payment of the demands against the corporation as directed by the officers and the Board of Directors. He/she shall perform all duties incident to this office of as properly required of him/her by the officers or the Board of Directors. If required by the directors, the treasurer shall give a bond for faithful discharge of his/her duties in such sum as the directors shall determine.

10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officers shall be prevented from receiving such salary by reason of the fact the he/she is also a director of the Corporation. Salaries of all officers of the corporation shall be fixed by a vote of the Board of Directors.

11. INABILITY TO ACT. In case of absence or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer of the corporation.

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

13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors my authorize.

ARTICLE V

INDEMNITY

1. INDEMNITY. The Corporation shall indemnify its directors, officers and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

SHARES OF STOCK

1. CERTIFICATES. Certificates representing share of the corporation shall be in a form designated by the directors. Such certificates shall be signed by the President and Secretary. All certificates for shares shall be consecutively numbered. The name and address of the stockholder, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until, the former certificate for a like number of share has been surrendered and canceled. The exception is the case of a lost or destroyed or mutilated certificate and in such case a new one may be issued when the person claiming that certificate is lost or destroyed or mutilated certifies to the corporation of that fact and indemnifies the corporation.

2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the transfer books of the corporation kept at the office of the corporation or of the corporation or so elected held at a Transfer Agent office. Only registered stockholders in the transfer books of the corporation shall be entitled to be treated by the corporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or other claims to or any interest in any share of stock which is not recorded upon the transfer books of the corporation in a manner prescribed by these By-Laws except as expressly provided by the laws of the State of Nevada.

ARTICLE VIII

FISCAL YEAR

1. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st day of January in each year and end on the 31st day of December.

ARTICLE IX

DIVIDENDS

1. DIVIDENDS. The directors may from time to time declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by these By-Laws.

ARTICLE X

SEAL

1. SEAL. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon, the name WAVESCRIBE INTERNATIONAL CORP., Corporation, State of Nevada, 2001, and the words "Corporate Seal."

ARTICLE XI

WAIVER OF NOTICE

1. WAIVER. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or after the time stated thereon, shall be deemed equivalent to giving of such notice.

ARTICLE XII

AMENDMENTS

1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote of at least two-thirds of the stockholders in any duly called special or regular meeting or by a majority of the Board of Directors at any duly called regular or special meeting.

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 31st day of December, 2001.

EX-5.1

Exhibit 5.1

THE LAW OFFICES OF

THOMAS C. COOK

ATTORNEY AND COUNSELOR AT LAW

10470 W. CHEYENNE AVENUE, SUITE 530, PMB 303

LAS VEGAS, NEVADA 89129

(702) 524-9151

tccesq@aol.com

November 29, 2022

To: Board of Directors, General European Strategic Investments, Inc.

Re: Registration Statement on Form S-1 (the "Registration Statement")

Gentlemen:

We have acted as your counsel in connection with the proposed issue and sale by General European Strategic Investments, Inc., a Nevada corporation (the "Company") of 5,000,000 shares of common stock, par value $0.001 (the "Company Shares"), along with _________ shares of common stock held by Selling Shareholders, on the terms and conditions set forth in the Registration Statement.

In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.

Based on the foregoing, we are of the opinion that:

1. The company is a corporation duly organized and validly existing under the laws of the State of Nevada.

2. The issue and sale of the Company Shares to be sold pursuant to the terms of the Registration Statement as filed with the Securities and Exchange Commission have been duly authorized and, upon the sale thereof in accordance with the terms and conditions of the Registration Statement be validly issued, fully paid and non-assessable.

3. The shares held by the Selling Shareholders to be sold pursuant to the terms of the Registration Statement as filed with the Securities and Exchange Commission have been duly authorized and are validly issued, fully paid and non-assessable.

We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.

Sincerely,

/s/ Thomas C. Cook

Thomas C. Cook, Esq.

EX-10.7

Exhibit 10.7

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

Subscription Agreement

1. INVESTMENT:

The undersigned (“Buyer”) subscribes for ________________________ shares of GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC. at $4.00 US per Share.

The total subscription price ($4.00 US times number of Shares) $_________________________.

PLEASE MAKE CHECK PAYABLE TO: GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

2. INVESTOR INFORMATION:

________________________________________ ______________________________________

Name (Type or Print) SSN/EIN/Taxpayer I.D.

Address: ____________________________________________________________________________

________________________________________ _______________________________________

Joint Name (Type or Print) SSN/EIN/Taxpayer I.D.

Address_____________________________________________________________________________

Mailing Address (if different from above):

____________________________________________________________________________________

Street City State Zip

Business Phone: ( ) ____________ Home Phone: ( ) ____________ Email: ________________

3. TYPE OF OWNERSHIP: (You must check one box)
1. [ ] Individual 6. [ ] Joint Tenants with rights of Survivorship

2. [ ] Tenants in Common 7. [ ] Custodian for: ________________________________.

3. [ ] Community Property 8. [ ] Uniform Gifts to Minors Act of the State of ________.

4. [ ] Partnership 9. [ ] Corporation

5. [ ] Trust 10. [ ] Other: explain: _______________________________.

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

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

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

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

5. Acceptance of Subscription.

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

6. Governing Law.

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

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

By: ______________________________________________

Signature of Buyer

By: ______________________________________________

Printed Name

Date: ______________________

INVESTOR SUBSCRIPTION AGREEMENT ACCEPTED AS OF:

This _____ day of _________________, 202___.

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

By: _____________________________________________

Wolfgang Rauball, President & CEO

Deliver completed Subscription Agreements and check to:

GENERAL EUROPEAN STRATEGIC INVESTMENTS, INC.

6605 Grand Montecito Parkway, Suite 100

Las Vegas, NV 89149

EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders and Board of Directors of General European Strategic Investments, Inc.

We consent to the inclusion in the Form S-1 registration statement of General European Strategic Investments Inc. of our report dated August 23^rd, 2022, and the related statements of operations, stockholders’ equity, and cashflows for the year ended December 31, 2021 and December 31, 2020.

/S/ Olayinka Oyebola

OLAYINKA OYEBOLA & CO

Chartered Accountant

PCAOB No:5968

Lagos, Nigeria

November 7, 2022

EX-FILING FEES

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-1

(Form Type)

General European Strategic Investments Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock

457(o)

26,000,000

4.00

104,000,000.00 (1)

0.0001102

11,460.80(1)

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$11,460.80

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$11,460.80

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The Registrant may increase or decrease the size of the offering prior to effectiveness. Includes the offering price of the additional shares of common stock that the underwriters have the option to purchase from the Registration as further described in the Registration Statement under the heading, “Underwriting (Conflicts of Interests).”