There is no guarantee of return or payment of dividends.

No assurance can be given that an investor will realize a substantial return on investment, or any return at all, or that an investor will not lose a substantial portion or all of the investment. Further, while the Shares offered in this Offering carry a 3.0% annual, cumulative, preferential dividend, there is no guarantee that the Company can or will pay the preference in any year or at all. Investors may be required to hold their investment indefinitely without receiving any cash distributions.

We have not retained an independent party to sell the Offering and the failure of our officers to sell the Offering may result in a shortage of operating funds.

Officers of the Company are offering our shares on a “best-efforts” basis.  We have not contracted with an underwriter, placement agent, or other person to purchase or sell all, or a portion, of the Shares and there is no assurance that we can sell all or any of the Shares.  Further, if we had hired an underwriter, placement agent, or other independent person to sell the Offering, that person would have conducted an independent due diligence examination into our business, but since we have not done so, investors are not able to rely on the results of any such examination.

The Company may require further investment.

The Company likely will require additional capital in the future for expansion, its activities and/or business development, whether from equity or debt sources. There can be no guarantee that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds if raised, would be sufficient. If additional funds are raised by issuing equity securities, dilution to the then-existing shareholdings may result. If the Company is not able to obtain additional capital on acceptable terms, or at all, it may be forced to curtail or abandon such expansion, activities and/or business development which could adversely impact upon the Company, its business, development, financial condition, operating results or prospects.

You will not get to decide which companies we acquire or otherwise invest in.


This is a “blind pool” offering because we have not yet identified all of the companies we will acquire with the offering proceeds and we have a limited operating history. You will not be able to evaluate our investments prior to purchasing Shares. We may change our investment policies without stockholder consent, which could result in investments that are different from those described in this Form C.

There is no guarantee our subsidiaries or other holdings will be successful.

Our success will depend on the success of our subsidiaries. If our subsidiaries are not successful, this would affect the value of your investment and the payment of dividends. We may not be able to develop companies that will become profitable or that are able to remain profitable. We may also invest in companies that end up losing money. Even if one of our companies is successful, we may lose money in others.

Certain factors may affect future success.

Any continued future success that the Company might enjoy will depend upon many factors including factors beyond our control and/or which cannot be predicted at this time. These factors may include but are not limited to: changes in general economic conditions; changes in the regulatory environment that makes it more difficult to operate as planned; our ability to find suitable portfolio companies that both meet our social impact metrics standards and are willing to sell a majority interest in their businesses to us; and reduced margins caused by competitive pressures. These conditions may have a material adverse effect upon our business, operating results, and financial condition

The Company has not yet commenced full operations.

The Company was incorporated as a Delaware public benefit corporation on May 30, 2018. Its largest single acquisition so far is a company that has not yet commenced full operations. Because the Company’s portfolio is still in the development stage, it has not yet earned any revenues or produced any profits.  There is no assurance that it will ever earn revenues or produce profits.  As a new enterprise, the Company is likely to be subject to risks its management has not anticipated.   It is possible that the proceeds from this Offering and other resources may not be sufficient for the Company to continue to finance its operations.

The Company’s operating costs may rise.

The Company has budgeted for a wide range of operating costs based on current conditions; but unforeseen issues or conditions could cause operating costs to rise substantially. For example, an increase in employee or independent contractor costs or in other operating costs could cause the Company to be unprofitable and unable to pay dividends or interest.

The Company is subject to ongoing compliance with various laws and regulations.

The Company and its subsidiaries will be subject to laws in various jurisdictions, including the United States and many other jurisdictions where it may have a business presence. Existing and future legislation, regulation, and actions could cause additional expense, capital expenditure and restrictions and delays in the activities of the Company, the extent of which cannot be predicted. No assurance can be given that new laws, rules and regulations will not be enacted or existing laws, rules and regulations will not be applied in a manner which could limit or curtail certain of the Company’s activities or services. In addition, the Company may have to defend itself against legal proceedings related to its compliance with laws, which could distract management from its business operations, result in costly damages awards, settlement payments or injunctions or otherwise have a material adverse effect on the financial condition, results or operations of the Company.

The Company’s officers, directors and key persons will continue to have substantial control over the Company after the Offering.

Officers, directors and key persons hold a vast majority of the voting power of the outstanding shares of the Company’s capital stock, and will continue to hold such a majority even if the maximum amount of Shares is sold in this Offering.

Because there is no market for the Company’s stock, you may not be able to sell your shares.

There is currently no, and there may never be any, secondary market trading in the Shares, and investors’ ability to sell their Shares are further limited by transfer restrictions under applicable securities laws and the terms of the subscription agreement.  Investors may never be able to sell their Shares or recover any part of your investment, unless the Company conducts a subsequent public offering or a sale of the Company or its assets, none of which things the Company has any current plans to do.

Revisions to Use of Proceeds may occur.

It is possible that our current projected use of the proceeds (as further detailed in the “Use of Proceeds” section below) will be revised by management. Management will have significant flexibility in applying the net proceeds of this offering within the scope of the business of the Company. The failure of management to apply such funds effectively could have a material adverse effect on the Company’s business, prospects, financial condition, and results of operations.

The Company may not successfully manage its growth.

As set out in this document, the Company intends to carry out certain expansion strategies. The Company’s growth and future success will be dependent to some extent on the successful completion of the expansion strategies and the sufficiency of demand for the Company’s products and services. The execution of the Company’s expansion strategies may also place a strain on its managerial, operational and financial reserves.  Should the Company fail to implement such expansion strategies or should there be insufficient demand for the Company’s products and services, the Company’s business operations, financial performance and prospects may be adversely affected.

Litigation may arise.

Legal proceedings, with or without merit, may arise from time to time in the course of the Company’s business. The Company cannot preclude litigation being brought against the Company and any litigation brought against the Company could distract management from its business operations, result in costly damages awards, settlement payments or injunctions or otherwise have a material adverse effect on the financial condition, results or operations of the Company.

The Company’s officers and directors have limited experience managing a company in this business.

While several of our officers and directors have experience managing a development stage enterprise, our officers and directors have limited experience managing a holding company of this type.  Our ability to operate successfully may depend on our ability to attract and retain qualified personnel.

The Company’s status as a public benefit corporation may not result in the benefits that it anticipates.

The Company is a public benefit corporation under Delaware law. As a public benefit corporation the Company is required to balance the financial interests of its shareholders with the best interests of those stakeholders materially affected by its conduct, including particularly those impacted by the specific benefit purpose set forth in the Company’s articles of incorporation. In addition, there is no assurance that the expected positive impact from being a public benefit corporation will be realized. Accordingly, being a public benefit corporation and complying with the Company’s related obligations could negatively impact its ability to provide the highest possible return to shareholders.

As a public benefit corporation, the Company is required to publicly disclose a report at least biennially on its overall public benefit performance and on its assessment of its success in achieving its specific public benefit purpose. If the Company is not timely or is unable to provide this report, or if the report is not viewed favorably by parties doing business with the Company or regulators or others reviewing the Company’s credentials, the Company’s reputation and status as a public benefit corporation may be harmed.

The Company’s directors are required to consider factors other than financial interest of shareholders.

The Company is a benefit corporation, and accordingly its directors have a legal duty to consider, in addition to the financial interests of its shareholders, the social and environmental impacts of its actions, including as such actions affect the Company’s employees and other service providers, business partners, customers, editors and user community.  Therefore, the Company’s directors may, consistent with their legal duties, take actions that are contrary to the financial interests of its shareholders, and its shareholders will have no recourse against the Company or its directors for taking such actions.

Our operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in significant liabilities. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The kinds of permits, licenses and certificates required in our operations depend upon a number of factors. If we fail to comply with these regulations, our cash flow and profitability could be adversely affected, and we could be subject to civil or criminal liability, damages and fines.

Development and construction of new projects and expansions may not commence as anticipated, or at all. Development and construction involves many risks including: difficulties in identifying, obtaining and permitting suitable sites for new projects;

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

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

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

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

●      labor disputes and work stoppages;

●      unforeseen engineering and environmental problems;

●      interruption of existing operations;

●      unanticipated cost overruns or delays; and

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

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

The Company may not be able to effectively control the timing and costs relating to the acquisition and maintenance of properties, which may adversely affect the Company's operating results and the its abilitv to make a return on its investment or disbursements of dividends or interest to our shareholders. Nearly all of the plants to be acquired by the Company will require some level of maintenance construction immediately upon their acquisition or in the future in order to create Waste-To-Energy plants. Consequently, the Company will routinely retain independent contractors and trade professionals to perform physical repair, maintenance and construction work, and the Company will be exposed to all of the risks inherent in property maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the time of receiving necessary work permits, certificates of occupancy and poor workmanship. If the Company's assumptions regarding the costs or timing of renovation across our future properties prove to be materially inaccurate, the Company's operating results and ability to make distributions to our Shareholders may be adversely affected.

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

The waste industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected. Demand for our products and services is vulnerable to economic downturns and industry conditions. These factors include, but are not limited to: the cyclical nature of our industry, inflation, geopolitical issues, the availability and cost of credit, volatile oil and natural gas prices, low business and consumer confidence, high unemployment and energy conservation measures.

Compliance with existing or future regulations and/or enforcement of such regulations may restrict or change our operations, increase our operating costs, or require us to make additional capital expenditures expenditures.  Our waste and energy services are subject to extensive environmental laws and regulations by federal, state, and local authorities, primarily relating to air, energy, waste and water. A substantial portion of the demand for our products and services is from electric power generating companies and waste management customers. The demand for our products and services can be influenced by governmental legislation setting requirements for utility related operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation. We cannot predict all of the environmental requirements or circumstances that will exist in the fun1re but anticipate that environmental control and protection standards will become increasingly stringent and costly.

Our operations are initially concentrated in one or a small number of regions and expose us to regional and economic or market fluctuations. Adverse economic developments in this region could affect regional waste and generation rates and demand for waste management or energy services provided by us. Adverse market developments caused by additional waste processing capacity in this region could adversely affect waste disposal pricing. Either of these developments could have a material adverse effect on our profitability and cash generation.

Our revenues, earnings, and cash flows will fluctuate based on changes in commodity prices for energy, waste disposal and recycled materials. Certain number of our competitors in these markets are vertically- integrated companies, which includes waste collection operations or generation plants and thus have the ability to control supplies of waste or energy which may restrict our ability to offer services at attractive prices. Our business does not include traditional waste collection operations. If a long-term contract expires and is not renewed or extended by a client community, our percentage of contracted processing capacity will decrease and we will need to compete in the regional market for waste supply at t11e facilities we own, from both municipal and commercial services. At that point, we will compete on price with landfills, transfer stations and other waste technologies that are then offering disposal or other services in the region.

Our long-term success depends, in part, on our ability to operate in, and expand the sales of our services and products to customers located outside of the United States, and thus our business is susceptible to risks associated with international sales and operations. We currently maintain offices and have personnel in Israel, and we eventually intend to expand our international operations. Any international expansion efforts that we may undertake may not be successful. In addition, conducting international operations subjects us to new risks that we have not generally faced in the United States.

These risks include:

•

unexpected costs and errors in the localization of our products, including translation into foreign languages and adaptation for local practices and regulatory requirements;

•

lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs, and other barriers;

•

unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;

•

difficulties in managing systems integrators and technology partners;

•

differing technology standards;

•

longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

•

difficulties in managing and staffing international operations and differing employer/employee relationships;

•

fluctuations in exchange rates that may increase the volatility of our foreign-based revenue;

•

potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings;

•

uncertain political and economic climates; and

•

reduced or varied protection for intellectual property rights in some countries.

These factors may cause our costs of doing business in these geographies to exceed our comparable domestic costs. Operating in international markets also requires significant management attention and financial resources. Any negative impact from our international business efforts could negatively impact our business, results of operations and financial condition as a whole.

Hanan Levin is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.

Our business, results of operations and financial condition may be adversely affected by pandemic infectious diseases, particularly the recent novel coronavirus strain known as COVID-19. Pandemic infectious diseases, such as the current COVID-19 strain, may adversely impact our business, consolidated results of operations and financial condition. The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to which COVID-19 impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response. COVID-19, as well as measures taken by governmental authorities to limit the spread of this virus, may interfere with the ability of our employees, and other business providers to carry out their assigned tasks or services at ordinary levels of performance relative to the requirements of our business, which may cause us to materially curtail certain of our business operations. We require additional funding and such funding may not be available to us as a result of contracting capital markets resulting from the COVID-19 pandemic. Any of these events could materially adversely affect our business, financial condition, results of operations and/or stock price

This offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the SEC’s temporary regulatory COVID-19 relief. [Rule 201(z)(1)(i)]