As submitted with the Securities and Exchange Commissionon January 21, 2022

RegistrationNumber__________

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549

FORMS-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF1933

Withcopies to:

Approximatedate of commencement of proposed sale to public: As soon as practicable after the effective datehereof.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act, check the following box. ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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

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

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 ofthe Exchange Act.

Ifan emerging growth company, check indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

CALCULATIONOF REGISTRATION FEE

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

EXPLANATORYNOTE

Prior to November 16, 2021, Expion360Inc., the registrant whose name appears on the cover of this registration statement, was an Oregon limited liability company under thename of Yozamp Products Company, LLC. Yozamp Products Company, LLC filed articles of conversion with the Nevada Secretary of State toconvert to a Nevada corporation (the “Corporate Conversion”) dated filed as of November 16, 2021. As a result of the CorporateConversion, each membership interest in Yozamp Products Company, LLC was converted into capital stock of Expion360 Inc. The CorporateConversion has heretofore been approved by the sole manager and majority members in interest of Yozamp Products Company, LLC.

The financial statements and summaryhistorical financial data included in this registration statement are those of Yozamp Products Company, LLC and do not give effect tothe Corporate Conversion. All share amounts and related prices reflected in the accompanying prospectus give effect to the Corporate Conversion.

In addition, this registrationstatement contains two forms of prospectus. One form of prospectus, which we refer to as the initial public offering prospectus, is tobe used in connection with an initial public offering of 2,145,000 shares of common stock (plus an over-allotment option for an additional321,750 of common stock). The other form of prospectus, which we refer to as the resale prospectus, is to be used in connection with thepotential resale by certain selling stockholders of an aggregate of 559,431 shares of our common stock underlying warrants previouslyissued by us in private placement offerings to certain selling stockholders. The initial public offering prospectus and the resale prospectuswill be identical in all respects except for the alternate pages for the resale prospectus included herein which are labeled “AlternatePage for Resale Prospectus.”

Subject to Completion,dated January 21, 2022.

PRELIMINARY PROSPECTUS

EXPION360 INC.

Common Stock

Thisis an initial public offering of shares of Expion360 Inc. We are offering up to 2,466,750 shares of our common stock, par value $0.001per share.

Priorto this offering, there has been no public market for our securities. We anticipate that the public offering price of the shares willbe between $[●] and $[●]. Wehave applied to list our common stock and warrants on the Nasdaq Capital Market (“Nasdaq”) under the symbol “[●]”.If our application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on theNasdaq, we will not complete this offering.

Weintend to use the proceeds from this offering for sales and marketing expenses, research and development expenses, purchases of capitalequipment, repayment of indebtedness, working capital and general corporate purposes. See “Use of Proceeds.”

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page [●]of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neitherthe Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Weare an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have electedto comply with certain reduced public company reporting requirements.

Wehave granted the underwriters an option for a period of 45 days to purchase up to [●]additional shares on the same terms and conditions set forth above.

Theunderwriters expect to deliver the shares against payment in New York, New York on [●][●], 2022.

Thedate of this prospectus is [●]

[InsertArtwork]

DealerProspectus Delivery Obligation

Throughand including [●][●],2022 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participatingin this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectuswhen acting as underwriter and with respect to their unsold allotments or subscriptions.

Youshould rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters,have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus.If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. We are offering to sell and seeking offersto buy our securities only in jurisdictions where offers and sales are permitted. You should assume that the information contained inthis prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any saleof our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are notmaking an offer of any securities in any jurisdiction in which such offer is unlawful.

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Throughoutthis prospectus, unless otherwise designated or the context suggests otherwise,

MARKETDATA

Marketdata and certain industry data and forecasts used throughout this prospectus were obtained from internal Company surveys, market research,consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys.Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtainedfrom sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independentlyverified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly,internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge ofthe industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periodsof time. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatementsregarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change basedon various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-LookingStatements” in this prospectus.

CautionaryNote Regarding Forward-Looking Statements

Thisprospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, futurerevenues, projected costs, prospects, plans, objectives of management or other financial items are forward-looking statements. The words“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”“plan,” “predict,” “project,” “will,” “would” and similar expressions, orthe negative of these terms or similar expressions, are intended to identify forward-looking statements, although not all forward-lookingstatements contain these identifying words.

Becauseforward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances thatare difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They areneither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying onany of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-lookingstatements include, without limitation:

Summaryof Risk Factors

Shouldone or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differsignificantly from those anticipated, believed, estimated, expected, intended or planned.

Factorsor events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all ofthem. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, includingthe securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statementsto actual results.

PROSPECTUSSUMMARY

Thissummary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectuscarefully, especially the risks of investing in our securities discussed under “Risk Factors.” Some of the statements containedin this prospectus, including statements under this section and “Risk Factors”, are forward-looking statements and may involvea number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. Thereader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the coverof this prospectus.

Overview

We focus on the design, assembly, manufacturing andsales of lithium iron phosphate (LiFePO4) batteries and supporting accessories for recreational vehicles (“RV’s”) andmarine applications with plans to expand into home energy storage products and industrial applications. We design, manufacture, and distributehigh-powered, lithium battery solutions using ground-breaking concepts from a creative sales and marketing approach. Our product-offeringsinclude some of the most dense and minimal-footprint batteries in the RV & Marine industry. We are developing the e360 Home EnergyStorage: a system that we expect to significantly change the industry in barrier price, flexibility, and integration. We are deployingmultiple IP strategies with cutting-edge research, manufacturing processes, and unique products to sustain and scale the business. Wecurrently have over 175 customers consisting of dealers, wholesalers, and originalequipment manufacturers who are driving revenue and brand awareness nationally.

Our corporate headquarters are based in Redmond, Oregon,with assembly in the United States and suppliers based in Asia. We are currently in the process of building out manufacturing capacityat our corporate headquarters. Our long-term target is to onshore the manufacturing of most of our components and assemblies, includingcell manufacturing, to the United States.

Our main target markets are the RV & Marine industry.We believe that we are currently well positioned to capitalize off of the rapid market conversion from lead-acid to lithium batteriesas the primary method of power sourcing in these industries. Additional focus markets include home energy storage, where we aim to providea cost-effective, low barrier of entry, and a do-it-yourself (“DIY”) flexible system for those looking to power their homesvia solar energy, wind, or grid back-up. Along with RV/Marine and home energy storage markets, we aim to provide additional capacitiesto the ever-expanding, electric forklift and industrial material handling markets.

Expion360’s VPR 4EVER product line, which ismanufactured for the RV/Marine industry, was launched in December 2020. The VPR 4EVER product line, through its rapid sales growth, hasshown to be a preferred conversion solution for lead-acid batteries. We believe that our e360 Home Energy Storage system has strong revenuepotential with recurring income opportunities for us and our associated sales partners.

Our products provide numerous advantages for various industries thatare looking to migrate to lithium-based energy storage. They incorporate, detailed-oriented design, engineering and manufacturing, andstrong case materials and internal and structural layouts, and are backed by responsive customer service.

OurMarket Opportunity

Thetrend of vehicle electrification is expected to be a significant growth catalyst for lithium compounds over the next decade and beyond.According to a recent report from Allied Market Research Group, the global electric vehicle market was valued at $162.34 billion in 2019,and is projected to reach $801.81 billion by 2027, a CAGR of 22.6%. The North American electric vehicle market was projected to reach$194.20 billion by 2027, a CAGR of 27.5%.

Furthermore, the North Americanrecreational vehicle (RV) market was estimated at roughly $26.7 billion in 2020, and is expected to grow at a 5% CAGR, approaching $36billion by 2026 according to Mordor Intelligence. There are almost 400 national chain RV dealers in the United States according to MordorIntelligence, further exemplifying the robust market for these vehicles. In addition, according to Mordor Intelligence, the global recreationalboating market was valued at $29.0 billion in 2019, and is projected to reach $35.4 billion by 2027, growing at a CAGR of 5.1% from 2020to 2027.

At the intersection of both thesetrends lies the rapidly expanding lithium battery market. The market for lithium-ion batteries is expected to grow at 12.3% CAGR between2021 and 2030, from roughly $41 billion to $116 billion according to a report by Markets and Markets. The vast expansion of the lithiumbattery market can be attributed to global trends promoting clean energy, as well as the compact and flexible nature of lithium batterypacks which make them easy to install in RV’s and boats. Our technology, which we believe offers industry leading battery pack flexibilityfor the most efficient energy storage, is poised to be able to offer power to these large vehicles such as RV’s and recreationalboats.

Expion360 is focused on expandingits position in the deep cycle, off-grid and stationary energy storage markets. We believe that our products and vision align perfectlywith the Biden Administration’s “National Blueprint for Lithium Batteries”.

TheBiden Administration has laid out a bold agenda to address the climate crisis and build a clean and equitable energy economy that achievescarbon-pollution-free electricity by 2035 and puts the United States on a path to achieve net-zero emissions, economy-wide. We believethis government support will continue to drive rapid growth in the industry.

Lithium-basedbatteries power our daily lives, from consumer electronics to national defense. They enable electrification of the transportation sectorand provide stationary grid storage, critical to developing the clean-energy economy. The U.S. has a strong research community, a robustinnovation infrastructure for technological advancement of batteries, and an emerging lithium-based, battery manufacturing industry Accordingto the US Department of Energy.

Itis our desire to work closely with federal, state and local governments, as well as private industry to help America be the leader inlithium battery technology.

CompetitiveStrengths

Webelieve the following strengths differentiate Expion360 and create long-term, sustainable competitive advantages.

SuperiorCapacity to Lead Acid Competitors

Lead-acid batteries have alwaysbeen the standard in RV and marine transportation vehicles. Our lithium-ion batteries offer superior capacity to our lead-acid competitors.Our batteries utilize lithium-iron phosphate, and therefore, are expected to have a lifespan of approximately 12 years — three tofour times that of certain lead-acid batteries and with ten times the number of charging cycles. Furthermore, our typical battery providesthree times the power of the typical, lead-acid battery despite being half the weight (comparing, for example, a typical lead-acid batterylike Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery and assuming slow discharge at a .1C rate).

Battery Pack Flexibility

Our battery packs are also highlyflexible, designed to be moved and used in various applications seamlessly. We plan to onshore our semi-automated pack assembly in Redmond,Oregon beginning in the fourth quarter of 2022. This should allow us to use a more flexible approach to forming and creating new batterypacks. By onshoring, we expect to be able to react to market demands at a much quicker pace and increase profit levels over our competition.

StrongNational Retail Customers

Wehave a national presence with several large retail customers, such as Camping World.

Long-timeRV and Marine Industry Experience and Relationship

JohnYozamp, Founder of Expion360, pioneered multiple new recreational concepts in the RV industry. As the previous founder and owner of ZampSolar, he has extensive relationships in the RV OEM industry.

StrongInsider Ownership

Expion360is owned and managed by a team with a strong track record in the RV and clean energy spaces. In addition, our company insiders ownedover 59% equity in the company immediately prior to the offering, signaling a strong commitment and personal investment in the company.

Expansioninto New Markets

WhileRV and marine applications currently drive revenue, Expion360 has plans to expand into the home energy market in the coming years. Weare currently planning to launch the e360 Home Energy Storage system in 2024, providing customers a cost-effective and flexible energystorage system. Our e360 Home Energy Storage system is planned to target entry level customers with its modular design that will allowfor DIY expansion. We see the vision of stored energy as a portable, moving concept, where stored energy can be transported from thehome to other devices outside of it. Furthermore, Expion360 plans to file for IP protection for Expion360’s “Smart Talk”upon completion of development. “Smart Talk” is designed to allow multiple batteries in a bank to communicate as one andbe linked to a network.

StrongDistribution Channels

Expion360 has sales relationshipswith many major RV and marine retailers and plans to use, what we believe is, a strong reputation in the lithium battery space to createan even stronger distribution channel. John Yozamp has used his decades of experience in the energy and RV industries to cultivate relationshipswith numerous retailers in the space. Expion360 has already established a sales relationships with Camping World, the largest RV retailerwith sales representing around 25% of all new RV’s sold nationwide, as well as Electric World, Patrick Distribution, and NTP-STAG,a leading distributor of aftermarket RV parts.

Looking forward, Expion360 hasa chance to further expand revenue in the first half of 2022. We have planned sales relationships with Meyer Distributing and Land ‘nSea, which have combined annual revenues approaching $200 million. We also plan to begin sales relationships with Lewis Marine Supply,Northern Wholesale Supply, and Lorenz and Jones, which are large wholesalers of RV and boat parts, in 2022.

RecentDevelopments

On November 9, 2021, we issuedto five individuals in consideration for services rendered to the Company warrants to purchase in aggregate up to 151,000 shares of ourcommon stock at an exercise price of $2.90 per share (the “November 9 Warrants”). The November 9 Warrants are exercisablefor a period of 3-years from the date of issuance and may be exercised via cashless exercise/net exercise provisions contained in theWarrants.

On November 22, 2021, we completeda private placement (the “Secured Note Financing”). In connection therewith, we issued an aggregate of $1,600,000 of 15% seniorsecured notes (the “Notes”) and warrants to purchase an aggregate of 559,431 shares of common stock at an exercise price of$3.32 per share (the “November 22 Warrants”). After deducting offering related expenses, including legal fees of $15,000 andcertain diligence and advisory fees of $200,000 paid to an entity controlled by an employee of the underwriter, the net proceeds to uswere approximately $1,385,000. Out of the total November 22 Warrants, warrants to purchase 28,936 shares of our common stock were issuedto the same entity controlled by an employee of the underwriter that received the advisory fee. The maturity date of the Notes is theearlier of (i) May 15, 2023, (ii) the closing a Qualified Subsequent Equity Financing and (iii) the closing of a Change of Control. TheNotes bear interest at a rate of 15% per annum of which (i) 10% accrues from the Closing Date and is paid to holder within 10 days afterthe first day of each month and (ii) 5% accrues and compound annually and payable in arrears on the Maturity Date. The Notes are generalsecured obligations as set forth in a security agreement between us and the noteholders. The November 22 Warrants are exercisable fora period of 10-years from the date of issuance and may be exercised via cashless exercise/net exercise provisions contained in the November22 Warrants. 

Companyand Other Information

Expion360Inc. was initially organized as a limited liability company under the name Yozamp Products Company, LLC in the State of Oregon on June16, 2016 and converted to a Nevada corporation under its current name pursuant to articles of conversion dated as of November 16, 2021.Our principal executive offices are located at 2025 SW Deerhound Avenue, Redmond, OR 97756. Our main telephone number is (541)797-6714. Our corporate website address is: www.expion360.com The information contained on, or that can be accessed through, our websiteis not a part of this prospectus and should not be relied upon with respect to this offering.

Expion360,the Expion360 logo and any other current or future trademarks, service marks and trade names appearing in this prospectus are the propertyof Expion360. Other trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely forconvenience, the trademarks and trade names in this prospectus are referred to without the symbols ® and ™, but such referencesshould not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, theirrights thereto.

ThisProspectus Summary highlights information contained elsewhere and does not contain all of the information that you should consider inmaking your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including ourfinancial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the mattersdescribed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” in each case appearing elsewhere in this prospectus.

NasdaqListing Application and Proposed Symbol

Wehave filed an application to have our common stock and our shares underlying warrants listed on the Nasdaq under the symbol “[●]”.No assurance can be given that our application will be approved. If our application is not approved or we otherwise determine that wewill not be able to secure the listing of our common stock on the Nasdaq, we will not complete the offering.

Implicationsof Being an Emerging Growth Company

Wequalify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we have elected to takeadvantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisionsinclude:

Wemay take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. Wewould cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we havetotal annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the dateof the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previousthree years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to takeadvantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly,the information contained herein may be different from the information you receive from other public companies in which you hold securities.

THEOFFERING

RISKFACTORS

Aninvestment in our securities involves a high degree of risk. Before making an investment decision you should carefully consider the risksdescribed below and the risks and uncertainties described in this prospectus and the other information set forth or incorporated by referencein this prospectus. Additional risks and uncertainties that we are unaware of or that we believe are not material at this time couldalso materially adversely affect our business, financial condition or results of operations. In any case, the value of our common stockcould decline, and you could lose all or part of your investment. You should also refer to our financial statements and the notes tothose statements, which are incorporated by reference in this prospectus. See also the information contained under the heading “CautionaryNote Regarding Forward Looking Statements” above.

RisksRelated to Our Business

Weoperate in an extremely competitive industry and are subject to pricing pressures.

We compete with a number of majorinternational manufacturers, assemblers and distributors, as well as a large number of smaller, regional competitors. We anticipate continuedcompetitive pricing pressure as foreign producers are able to employ labor at significantly lower costs than producers in the U.S. expandtheir export capacity and increase their marketing presence in our major Americas markets. Several of our competitors have strong technical,marketing, sales, manufacturing, distribution and other resources, as well as significant name recognition, established positions in themarket and long-standing relationships with OEMs and other customers. Our ability to maintain and improve our operating margins has depended,and continues to depend, on our ability to control and reduce our costs. We cannot assure you that we will be able to continue to controlour operating expenses, to raise or maintain our prices or increase our unit volume, in order to maintain or improve our operating results.

Wehave a history of losses. As our costs increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.

Wehave experienced net losses in each period since inception. We generated net losses of $730,404 for the nine months ended September 30,2021, $876,480 for the year ended December 31, 2020, and $201,273 for the year ended December 31, 2019.

Partof our business strategy is to focus on our long-term growth. As a result, our profitability may be lower in the near-term than it wouldbe if our strategy were to maximize short-term profitability. Significant expenditures on sales and marketing efforts, expanding ourplatform, products, features, and functionality, and expanding our research and development, each of which we intend to continue to investin, may not ultimately grow our business or cause long-term profitability. If we are ultimately unable to achieve profitability at thelevel anticipated by industry or financial analysts and our stockholders, our stock price may decline.

Ourefforts to grow our business may be costlier than we expect, or our revenue growth rate may be slower than we expect, and we may notbe able to increase our revenue enough to offset the increase in operating expenses resulting from these investments. If we are unableto continue to grow our revenue, the value of our business and Class A common stock may significantly decrease.

Ouraudited financial statements included a statement that there is a substantial doubt about our ability to continue as a going concernand a continuation of negative financial trends could result in our inability to continue as a going concern.

Our audited financial statementsas of and for the years ended December 31, 2020 and 2019 were prepared on the assumption that we would continue as a going concern. Thereis a substantial doubt about our ability to continue as a going concern over the next twelve months and our independent auditors haveincluded a “going concern” explanatory paragraph in their report on our financial statements as of and for the years endedDecember 31, 2020 and 2019. If our operating results fail to improve, then our financial condition could render us unable to continueas a going concern.

We have substantial customer concentration, with a limitednumber of customers accounting for a substantial portion of our sales in 2020 and 2019.

We currently derive a significantportion of our revenues from a limited number of customers. During the year ended December 31, 2020, sales to four customers individuallytotaled $273,102, $250,142, $221,726, and $186,897, and, in the aggregate, totaled $931,867 comprising approximately 57% of our totalsales. Amounts due from these customers represented approximately 69% of total accounts receivable as of December 31, 2020. During theyear ended December 31, 2019, sales to two customers totaled $273,840 and $151,973, comprising approximately 30% of our total revenues.Amounts due from these two customers represented approximately 37% of total accounts receivable as of December 31, 2019. An additionalthree customers comprised 49% of our accounts receivable as of December 31, 2019. There are inherent risks whenever a large percentageof total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demandfor our services that will be generated by these customers or the future demand for the products and services of these customers. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressuredto reduce the prices we charge for our products which could have an adverse effect on our margins and financial position, and could negativelyaffect our revenues and results of operations and/or trading price of our common stock.  

We may not be able to successfully manage ourgrowth.

We have been continuously expandingour operations since our founding in 2016. As we continue to grow, we must continue to improve our managerial, technical and operationalknowledge and allocation of resources, and to implement an effective management information system. To effectively manage our expandedoperations, we need to continue to recruit and train managerial, accounting, internal audit, engineering, assembly and manufacturing,technical, sales and other staff to satisfy our development requirements and there are currently significant In order to fund our ongoingoperations and our future growth, we need to have sufficient internal sources of liquidity or access to additional financing from externalsources. Furthermore, we will be required to manage relationships with a greater number of customers, suppliers, contractors, serviceproviders, lenders and other third parties. We will need to further strengthen our internal control and compliance functions to ensurethat we are able to comply with our legal and contractual obligations and to reduce our operational and compliance risks. We cannot assureyou that we will not experience issues such as capital constraints, construction delays, operational difficulties at new locations, ordifficulties in expanding our existing business and operations and in recruiting and training an increasing number of personnel to manageand operate the expanded business. Our expansion plans may also adversely affect our existing operations and thereby have a material adverseeffect on our business, prospects, financial condition and results of operations.

Ourresults of operations may be negatively impacted by public health epidemics or outbreaks, including the novel coronavirus (“COVID-19”).

Publichealth epidemics or outbreaks could adversely impact our business. In December 2019, a novel strain of coronavirus (COVID-19) emergedin Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China, infections have been reported globallyand causing disruption to many economies. The extent to which the coronavirus continues to impact our operations will depend on futuredevelopments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new informationwhich may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, as well asthe distribution and effectiveness of COVID-19 vaccines, among others. In particular, the continued spread of the coronavirus globallycould adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could havean adverse impact on our business and our financial results. Additionally, countries may impose prolonged quarantines and travel restrictions,which may significantly impact the ability of our employees to get to their places of work to produce products, may make it such thatwe are unable to obtain sufficient components or raw materials and component parts on a timely basis or at a cost effective price ormay significantly hamper our products from moving through the supply chain.

Ourglobal operations expose us to risks associated with public health crises and epidemics/pandemics, such as COVID-19. We rely on our productionfacilities, as well as third-party suppliers and manufacturers, in the United States the People’s Republic of China (“PRC”),and other countries significantly impacted by COVID-19. This outbreak has resulted in the extended shutdown of certain businesses inmany of these countries, which has resulted and may continue to result in disruptions or delays to our supply chain. Any disruption inthese businesses will likely impact our sales and operating results. COVID-19 has had, and may continue to have, an adverse impact onour operations, supply chains and distribution systems and increase our expenses, including as a result of impacts associated with preventiveand precautionary measures that we, other businesses and governments are taking. Due to these impacts and measures, we have experienced,and may continue to experience, significant and unpredictable reductions in demand for certain of our products. The degree and durationof disruptions to business activity are unknown at this time. The rapid spread of a contagious illness such as a novel coronavirus, orfear of such an event, can have a material adverse effect on the demand for our products and services and therefore have a material adverseeffect on our business and results of operations.

Awidespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for ourproducts. The future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak willnot have a material adverse impact on our business, financial condition and results of operations. The extent of the impact will dependon future developments, including actions taken to contain COVID-19, and if these impacts persist or exacerbate over an extended periodof time.

Ifwe fail to expand our sales and distribution channels, our business could suffer.

Ifwe are unable to expand our sales and distribution channels, we may not be able to increase revenue or achieve market acceptance of ourproducts. We have recently expanded our direct sales force and plan to recruit additional sales personnel. New sales personnel will requiretraining and take time to achieve full productivity, and there is strong competition for qualified sales personnel in our business. Inaddition, we believe that our future success is dependent upon establishing successful relationships with a variety of distribution partners.To date, we have entered into agreements with only a small number of these distribution partners. We cannot be certain that we will beable to reach agreement with additional distribution partners on a timely basis or at all, or that these distribution partners will devoteadequate resources to selling our products. Furthermore, if our distribution partners fail to adequately market or support our products,the reputation of our products in the market may suffer. In addition, we will need to manage potential conflicts between our direct salesforce and third-party reselling efforts.

Ourability to expand into international markets is uncertain.

Weintend to expand our operations into international markets. In addition to general risks associated with international expansion, suchas foreign currency fluctuations and political and economic instability, we face the following risks and uncertainties any of which couldprevent us from selling our products in a particular country or harm our business operations once we have established operations in thatcountry:

Ifwe are unable to expand into international markets in the manner expected, our business, financial condition, results of operations andprospects may be materially and adversely affected.

Nearlyall of our raw materials enter the United States through a limited number of ports and we rely on third parties to store and ship someof our inventory; labor unrest at these ports or other product deliver difficulties could interfere with our distribution plans and reduceour revenue.

Wecurrently rely exclusively on foreign manufacturers to manufacture the lithium-ion batteries used as raw materials in our products, aswell as certain other of our raw materials. We may suffer delays in receiving raw materials due to work stoppages, strikes or lockoutsor other bottlenecks at the ports through which our raw materials are shipped. Likewise, we rely on trucking carriers to deliver productsfrom the port of arrival to our distribution facilities and from our distribution facilities to our customers. Additionally, in somecases, third parties sort, store and direct-ship products to our customers. Labor unrest or other disruptions could result in productshortages and delays in distributing our products to retailers, which could materially and adversely affect our business, financial condition,results of operations and prospects.

Theuncertainty in global economic conditions could negatively affect the Company’s operating results.

Ouroperating results are directly affected by the general global economic conditions of the industries in which our major customer groupsoperate. Our business segments are highly dependent on the economic and market conditions in each of the geographic areas in which weoperate. Our products are heavily dependent on the end markets that we serve and our operating results will vary by location, dependingon the economic environment in these markets. Sales of our RV and marine power products, for example, depend significantly on demandfor new electric products for RV’s and marine applications, which, in turn, depends on end-user demand for RV’s and boats.The uncertainty in global economic conditions varies by geographic location, and can result in substantial volatility in global creditmarkets, particularly in the United States, where we service the vast majority of our debt. These conditions affect our business by reducingprices that our customers may be able or willing to pay for our products or by reducing the demand for our products, which could, inturn, negatively impact our sales and earnings generation and result in a material adverse effect on our business, cash flow, resultsof operations and financial position.

Governmentreviews, inquiries, investigations, and actions could harm our business or reputation.

Aswe operate in various locations around the world, our operations in certain countries are subject to significant governmental scrutinyand may be adversely impacted by the results of such scrutiny. The regulatory environment with regard to our business is evolving, andofficials often exercise broad discretion in deciding how to interpret and apply applicable regulations. From time to time, we receiveformal and informal inquiries from various government regulatory authorities, as well as self-regulatory organizations, about our businessand compliance with local laws, regulations or standards. Any determination that our operations or activities, or the activities of ouremployees, are not in compliance with existing laws, regulations or standards could result in the imposition of substantial fines, interruptionsof business, loss of supplier, vendor, customer or other third-party relationships, termination of necessary licenses and permits, orsimilar results, all of which could potentially harm our business and/or reputation. Even if an inquiry does not result in these typesof determinations, regulatory authorities could cause us to incur substantial costs or require us to change our business practices ina manner materially adverse to our business, and it potentially could create negative publicity which could harm our business and/orreputation.

Ouroperating results could be adversely affected by changes in the cost and availability of raw materials.

Lithium-ion batteries are ourmost significant raw material and are used along with significant amounts of plastics, steel, copper and other materials in our assemblyand manufacturing processes. We estimate that raw material costs account for over half of our cost of goods sold. The costs of these rawmaterials, particularly lithium-ion batteries, are volatile and beyond our control. Additionally, availability of the raw materials usedto manufacture our products may be limited at times resulting in higher prices and/or the need to find alternative suppliers. Furthermore,the cost of raw materials may also be influenced by transportation costs. Volatile raw material costs can significantly affect our operatingresults and make period-to-period comparisons extremely difficult. We cannot assure you that we will be able to either hedge the costsor secure the availability of our raw material requirements at a reasonable level or, even with respect to our agreements that adjustpricing to a market-based index for lithium, pass on to our customers the increased costs of our raw materials without affecting demandor that limited availability of materials will not impact our production capabilities. Our inability to raise the price of our productsin response to increases in prices of raw materials or to maintain a proper supply of raw materials could have an adverse effect on ourrevenue, operating profit and net income.

Increasesin costs, disruption of supply or shortage of any of our battery components, such as electronic and mechanical parts, or raw materialsused in the production of such parts could harm our business.

Fromtime to time, we may experience increases in the cost or a sustained interruption in the supply or shortage of our components. For example,a global shortage and component supply disruptions of electronic battery components is currently being reported, and the full impactto us is yet unknown. Other examples of shortages and component supply disruptions could include the supply of electronic componentsand raw materials (such as resins and other raw metal materials) that go into the production of our components. Any such cost increaseor supply interruption could materially and negatively impact our business, prospects, financial condition and operating results. Theprices for our components fluctuate depending on market conditions and global demand and could adversely affect our business, prospects,financial condition and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for batterycells. These risks include, but are not limited to:

Weare dependent on the continued supply of battery components for our products. We have, to date, fully qualified only a very limited numberof such suppliers and have limited flexibility in changing suppliers, though we are actively engaged in activities to qualify additionalsuppliers. Any disruption in the supply of battery components could temporarily disrupt production of our products until a differentsupplier is fully qualified The cost of our battery products depends in part upon the prices and availability of raw materials such aslithium, nickel, cobalt and/or other metals. The prices for these materials fluctuate and their available supply may be unstable, dependingon market conditions and global demand for these materials, including as a result of increased global production of electric vehiclesand energy storage products. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to experiencesignificant increases in freight charges. Any reduced availability of these raw materials or substantial increases in the prices forsuch materials may increase the cost of our components and consequently, the cost of our products. There can be no assurance that wewill be able to recoup increasing costs of our components by increasing prices, which in turn could damage our brand, business, prospects,financial condition and operating results.

We could face potential product liability claimsrelating to products we assemble or manufacture or distribute which could result in significant costs and liabilities, which would reduceour profitability.

We face an inherent business riskof exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage.We are also exposed to potential liability and product performance warranty risks that are inherent in the design, assemble, manufactureand sale of our products. In the event that any of our products prove to be defective, we may be required to recall or redesign such products,which would result in significant unexpected costs. Any insurance we maintain may not be available on terms acceptable to us or such coveragemay not be adequate for liabilities actually incurred. Further, any claim or product recall could result in adverse publicity againstus, which could adversely affect our sales or increase our costs.

Ouroperations expose us to litigation, tax, environmental and other legal compliance risks.

We are subject to a variety oflitigation, tax, environmental, health and safety and other legal compliance risks. These risks include, among other things, possibleliability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, governmentcontracts, taxes, health and safety liabilities, environmental matters and compliance with competition laws and laws governing improperbusiness practices. We could be charged with wrong doing as a result of such matters. If convicted or found liable, we could be subjectto significant fines, penalties, repayments or other damages (in certain cases, treble damages). In the area of taxes, changes in taxlaws and regulations, as well as changes in related interpretations and other tax guidance could materially impact our tax receivablesand liabilities and our deferred tax assets and tax liabilities. We plan to manufacture lithium-ion batteries in the future which involvesprocessing, storing, disposing of and otherwise moving large amounts of hazardous materials. As a result, we will be subject to extensiveand changing environmental, health and safety laws and regulations governing, among other things: the generation, handling, storage, use,transportation and disposal of hazardous materials; remediation of polluted ground or water; emissions or discharges of hazardous materialsinto the ground, air or water; and the health and safety of our employees. Our ongoing compliance with environmental, health and safetylaws, regulations and permits could require us to incur significant expenses, limit our ability to modify or expand our facilities orcontinue production and require us to install additional pollution control equipment and make other capital improvements. In addition,private parties, including employees, could bring personal injury or other claims against us due to the presence of, or exposure to, hazardoussubstances used, stored or disposed of by us or contained in our products.

Certainenvironmental laws assess liability on owners or operators of real property for the cost of investigation, removal or remediation ofhazardous substances at their current or former properties or at properties at which they have disposed of hazardous substances. Theselaws may also assess costs to repair damage to natural resources. We may be responsible for remediating damage to our properties causedby former owners by our existing operations or by our future operations.

Changesin environmental and climate laws or regulations could lead to new or additional investment in production designs and could increaseenvironmental compliance expenditures. For example, the United States Environmental Protection Agency has promulgated regulations applicableto projects involving greenhouse gas emissions above a certain threshold, and the United States and certain states within the UnitedStates have enacted, or are considering, limitations on greenhouse gas emissions.

Changesin climate change concerns, or in the regulation of such concerns, including greenhouse gas emissions, could subject us to additionalcosts and restrictions, including increased energy and raw materials costs. Additionally, we cannot assure you that we have been or atall times will be in compliance with environmental laws and regulations or that we will not be required to expend significant funds tocomply with, or discharge liabilities arising under, environmental laws, regulations and permits, or that we will not be exposed to materialenvironmental, health or safety litigation. Also, the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-briberylaws in non-U.S. jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officialsfor the purpose of obtaining or retaining business. The FCPA applies to companies, individual directors, officers, employees and agents.Under the FCPA, U.S. companies may be held liable for actions taken by strategic or local partners or representatives. The FCPA alsoimposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which are intended toprevent the diversion of corporate funds to the payment of bribes and other improper payments. Our policies mandate compliance with theseantibribery laws. Despite meaningful measures that we undertake to facilitate lawful conduct, which include training and internal controlpolicies, these measures may not always prevent reckless or criminal acts by our employees or agents as we expand our operations fromthe U.S. domestically to abroad. As a result, we could be subject to criminal and civil penalties, disgorgement, further changes or enhancementsto our procedures, policies and controls, personnel changes or other remedial actions. Violations of these laws, or allegations of suchviolations, could disrupt our operations, involve significant management distraction and result in a material adverse effect on our competitiveposition, results of operations, cash flows or financial condition.

Ourfailure to introduce new products and product enhancements and broad market acceptance of new technologies introduced by our competitorscould adversely affect our business.

Many new energy storage technologieshave been introduced over the past several years. For certain important and growing markets, such as aerospace and defense, lithium-basedbattery technologies have a large and growing market share. Our ability to achieve significant and sustained penetration of key developingmarkets, including the RV and marine markets, will depend upon our success in developing or acquiring these and other technologies, eitherindependently, through joint ventures or through acquisitions. If we fail to develop or acquire, assemble and manufacture and sell, productsthat satisfy our customers’ demands, or we fail to respond effectively to new product announcements by our competitors by quicklyintroducing competitive products, then market acceptance of our products could be reduced and our business could be adversely affected.We cannot assure you that our portfolio of primarily lithium ion products will remain competitive with products based on new technologies.

Wemay not be able to adequately protect our proprietary intellectual property and technology.

Werely on a combination of copyright, trademark, patent and trade secret laws, non-disclosure agreements and other confidentiality proceduresand contractual provisions to establish, protect and maintain our proprietary intellectual property and technology and other confidentialinformation. Certain of these technologies, especially battery case construction, are important to our business and are not protectedby patents. Despite our efforts to protect our proprietary intellectual property and technology and other confidential information, unauthorizedparties may attempt to copy or otherwise obtain and use our intellectual property and proprietary technologies. If we are unable to protectour intellectual property and technology, we may lose any technological advantage we currently enjoy and may be required to take an impairmentcharge with respect to the carrying value of such intellectual property or goodwill established in connection with the acquisition thereof.In either case, our operating results and net income may be adversely affected.

Quality problems with our products could harmour reputation and erode our competitive position.

The success of our business willdepend upon the quality of our products and our relationships with customers. In the event that our products fail to meet our customers’standards, our reputation could be harmed, which would adversely affect our marketing and sales efforts. We cannot assure you that ourcustomers will not experience quality problems with our products.

Anyacquisitions that we complete may dilute stockholder ownership interests in the Company, may have adverse effects on our financial conditionand results of operations and may cause unanticipated liabilities.

Futureacquisitions may involve the issuance of our equity securities as payment, in part or in full, for the businesses or assets acquired.Any future issuances of equity securities would dilute stockholder ownership interests. In addition, future acquisitions might not increase,and may even decrease, our earnings or earnings per share and the benefits derived by us from an acquisition might not outweigh or mightnot exceed the dilutive effect of the acquisition. We also may incur additional debt or suffer adverse tax and accounting consequencesin connection with any future acquisitions.

Ifour electronic data is compromised, our business could be significantly harmed.

Weand our business partners maintain significant amounts of data electronically in locations around the world. This data relates to allaspects of our business, including current and future products and services under development, and also contains certain customer, supplier,partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures,there is a risk of intrusion, cyberattacks, tampering, theft, misplaced or lost data, programming and/or human errors that could compromisethe integrity and privacy of this data, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure,modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn couldadversely affect our reputation, competitiveness, and results of operations. In addition, we provide confidential and proprietary informationto our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurancesfrom those parties that they have systems and processes in place to protect such data, and where applicable, that they will take stepsto assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwisecompromise the protection of such data. Any compromise of the confidential data of our customers, suppliers, partners, employees or ourselves,or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other meanscould substantially disrupt our operations, harm our customers, employees and other business partners, damage our reputation, violateapplicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that couldbe material. We operate a number of critical computer systems throughout our business that can fail for a variety of reasons. If sucha failure were to occur, we may not be able to sufficiently recover from the failure in time to avoid the loss of data or any adverseimpact on certain of our operations that are dependent on such systems. This could result in lost sales and the inefficient operationof our facilities for the duration of such a failure.

Wemay not be able to maintain adequate credit facilities.

Ourability to continue our ongoing business operations and fund future growth depends on our ability to maintain adequate credit facilitiesand to comply with the financial and other covenants in such credit facilities or to secure alternative sources of financing. However,such credit facilities or alternate financing may not be available or, if available, may not be on terms favorable to us. If we do nothave adequate access to credit, we may be unable to refinance our existing borrowings and credit facilities when they mature and to fundfuture acquisitions, and this may reduce our flexibility in responding to changing industry conditions.

Ourindebtedness could adversely affect our financial condition and results of operations.

As of September 30, 2021, we had$6,736,725 of total liabilities (including operating leases). This level of indebtedness could:

Wedepend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful successionplanning could adversely affect our business.

Oursuccess depends in part on our ability to attract, retain and motivate senior management and other key employees. Achieving this objectivemay be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices,cost reduction activities, and the effectiveness of our compensation programs. Competition for qualified personnel can be very intense.We must continue to recruit, retain and motivate senior management and other key employees sufficient to maintain our current businessand support our future projects. We are vulnerable to attrition among our current senior management team and other key employees. A lossof any such personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on ourbusiness, financial condition and results of operations. In addition, if we are unsuccessful in our succession planning efforts, thecontinuity of our business and results of operations could be adversely affected.

Changesin tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.

Theincome and non-income tax regimes we are subject to or operate under are unsettled and may be subject to significant change. Changesin tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results ofoperations, and cash flows. For example, changes to U.S. tax laws enacted in December 2017 had a significant impact on our tax obligationsand effective tax rate beginning 2018. These enactments and future possible guidance from the applicable taxing authorities may havea material impact on the Company’s operating results. The Company closely monitors these proposals as they arise in the countrieswhere it operates. Changes to the statutory tax rate may occur at any time, and any related expense or benefit recorded may be materialto the fiscal quarter and year in which the law change is enacted. The Company regularly assesses the likely outcomes of its tax auditsand disputes to determine the appropriateness of its tax reserves. However, any tax authority could take a position on tax treatmentthat is contrary to the Company’s expectations, which could result in tax liabilities in excess of reserves.

Afailure to keep pace with developments in technology could impair our operations or competitive position.

Ourbusiness continues to demand the use of sophisticated systems and technology. These systems and technologies must be refined, updatedand replaced with more advanced systems on a regular basis in order for us to meet our customers’ demands and expectations. Ifwe are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely trainour employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipatefrom any new system or technology, such as fuel abatement technologies, and a failure to do so could result in higher than anticipatedcosts or could impair our operating results.

RisksRelated to this Offering

Ourstock price may fluctuate significantly, and you may be unable to resell your shares at or above the offering price.

Thetrading price of our securities may be volatile and subject to wide price fluctuations in response to various factors, including:

Furthermore,the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performanceof particular companies. These and other factors may cause the market price and demand for our securities to fluctuate substantially,which may limit or prevent investors from readily selling their securities and it may otherwise negatively affect the liquidity of oursecurities. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes institutedsecurities class action litigation against the Company that issued the stock. If any of our stockholders were to bring a lawsuit againstus, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our managementfrom our business.

Thereis no existing market for our securities, and we do not know if one will develop to provide you with adequate liquidity.

Priorto this offering, there has not been a public market for our securities. An active market for our securities may not develop followingthe completion of this offering, or if it does develop, may not be maintained. If an active trading market does not develop, or if thevolume of trading in that market is limited, you may have difficulty selling any of our securities that you purchase. The initial publicoffering price for the securities will be determined by negotiations between us and the representatives of the underwriters and may notbe indicative of prices that will prevail in the open market following this offering. Consequently, you may be unable to sell securitiesat prices equal to or greater than the price you paid in this offering.

Wedo not anticipate paying dividends on our common stock in the foreseeable future, you may not receive any return on investment unlessyou sell your common stock for a price greater than that which you paid for it.

Wedo not anticipate paying any dividends in the foreseeable future on our common stock. We intend to retain all future earnings for theoperation and expansion of our business and the repayment of outstanding debt. Our credit documents contain, and any future indebtednesslikely will contain, restrictive covenants that impose significant operating and financial restrictions on us, including restrictionson our ability to pay dividends and make other restricted payments. As a result, capital appreciation, if any, of our common stock maybe your major source of gain for the foreseeable future. While we may change this policy at some point in the future, we cannot assureyou that we will make such a change.

Ifsecurities or industry analysts do not publish research or reports about our business, if they adversely change their recommendationsregarding our stock, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

Thetrading market for our securities will be influenced by the research and reports that securities or industry analysts publish about usor our business (or the absence of such research or reports). If one or more of these analysts cease coverage of our Company or failto publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock prices ortrading volume to decline. Moreover, if one or more of the analysts who cover us downgrade recommendations regarding our stock, or ifour results of operations do not meet their expectations, our stock prices could decline and such decline could be material.

Youmay be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

We had 200,000,000 shares of commonstock authorized of which 195,700,000 were unissued immediately prior to this offering. Our certificate of incorporation authorizes usto issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the considerationand on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitionsor otherwise. We have reserved 1,000,000 shares of common stock for issuance upon the exercise of outstanding stock options under the2021 Incentive Award Plan, (the “2021 Incentive Award Plan”) and 2,500,000 shares of common stock for issuance pursuant toour 2021 Equity Stock Purchase Plan (the “2021 ESPP”). Any common stock that we issue, including stock issued under our 2021Incentive Award Plan or other equity incentive plans that we may adopt in the future, as well as under outstanding options would dilutethe percentage ownership held by the investors who purchase common stock in this offering.

Salesof substantial amounts of our securities in the public markets, or the perception that such sales might occur, could reduce the priceof our securities and may dilute your voting power and your ownership interest in us.

Ifour existing stockholders sell substantial amounts of our securities in the public market following this offering, the market price ofour securities could decrease significantly. The perception in the public market that our existing stockholders might sell securitiescould also depress our market price. As of the date of this offering, we had 4,300,000shares of common stock outstanding. We, our directors, executive officers and significant stockholders are subject to the lock-upagreements described in “Underwriting” and also to the Rule 144 holding period requirements described in “Shares Eligiblefor Future Sale.” Following the expiration of the lock-up period, our principal stockholders will have the right, subject to certainconditions, to require us to register the sale of their shares of our common stock under the Securities Act. After this offering (assumingno exercise of the underwriters’ option to purchase additional shares from us) and the expiration of the lock-up period, additionalshares will be eligible for sale in the public market. The market price of shares of our securities may drop significantly when the restrictionson resale by our existing stockholders lapse or when we are required to register the sale of our stockholders’ remaining sharesof our common stock. A decline in the price of shares of our securities might impede our ability to raise capital through the issuanceof additional shares of our common stock or other equity securities.

Ourcosts could increase significantly as a result of operating as a public company, and our management will be required to devote substantialtime to complying with public company regulations.

Asa public company, and particularly after we cease to be an “emerging growth company,” as defined in the Jumpstart Our BusinessStartups Act (“JOBS Act”), we could incur significant legal, accounting and other expenses not incurred in previousyears. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as rules promulgated by the Securitiesand Exchange Commission (“SEC”) and NASDAQ, require us to adopt corporate governance practices applicable to U.S.public companies. These rules and regulations may increase our legal and financial compliance costs.

Sarbanes-Oxley,as well as rules and regulations subsequently implemented by the SEC and NASDAQ, have imposed increased disclosure and enhanced corporategovernance practices for public companies. Our efforts to comply with evolving laws, regulations and standards are likely to result inincreased expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.We may not be successful in continuing to implement these requirements and implementing them could adversely affect our business, resultsof operations and financial condition. In addition, if we fail to implement the requirements with respect to our internal accountingand audit functions, our ability to report our financial results on a timely and accurate basis could be impaired.

Ourmanagement team has limited experience managing a public company.

Mostmembers of our management team have limited experience managing a publicly traded company, interacting with public company investors,and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficientlymanage our transition to being a public company that is subject to significant reporting obligations and regulatory oversight, and thecontinuous scrutiny of investors and analysts. These new obligations and constituents will require significant attention from our seniormanagement and could divert their attention away from the day-to-day management of our business, which could harm our business, operatingresults and financial condition.

Weare an “emerging growth company” and elect to comply with certain reduced reporting requirements applicable to emerging growthcompanies, which could make our securities less attractive to investors.

Asan “emerging growth company,” we plan to take advantage of certain exemptions from various reporting requirements that areapplicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to complywith the auditor attestation requirements of Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensationin our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will findour securities less attractive because we chose to rely on these exemptions. If some investors find our securities less attractive asa result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Section107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition periodprovided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We choose to avail ourselvesof this extended transition period and defer adoption of certain changes in accounting standards.

Asdescribed in Section 101 of the JOBS Act, the “emerging growth company” classification can be retained for up to five yearsfollowing our IPO or until the earlier occurrence of the following:

Ifsome investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less activemarket for our securities and our stock price may be more volatile.

Ifyou purchase securities in this offering, you will suffer immediate and substantial dilution.

Ifyou purchase our securities in this offering, you will incur immediate and substantial dilution in the book value of your securities,because the price that you pay will be substantially greater than the net tangible book value per share of the common shares and warrantsto acquire common shares that you acquire. The pro forma as-adjusted net tangible book value per share, calculated as of [●], 2021and after giving effect to the offering at an estimated initial public offering price of $[the midpoint of the price range set forthon the cover page of this prospectus], is $[●], resulting in dilution of your shares of $[●] per common share.

Youwill experience additional dilution upon the exercise of options and warrants to purchase our common stock, including those options currentlyoutstanding and possibly those granted in the future, and the issuance of restricted stock or other equity awards under our stock incentiveplans. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial additionaldilution. See “Dilution.”

Failureto maintain effective internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley could have a materialadverse effect on our business and stock price.

Weare required to comply with certain SEC rules that implement Sections 302 and 404 of Sarbanes-Oxley, which require management to certifyfinancial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of ourinternal control over financial reporting. Though we are required to disclose changes made in our internal control procedures on a quarterlybasis, we take advantage of certain exceptions from reporting requirements that are available to “emerging growth companies”under the JOBS Act, each independent registered public accounting firm that performs an audit for us has not been required to attestto and report on our annual assessment of our internal controls over financial reporting pursuant to Section 404 until the later of theyear following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company”as defined in the JOBS Act. While we expect to be ready to comply with Section 404 of Sarbanes-Oxley by the applicable deadline, we cannotassure you that this will be the case. Furthermore, we may identify material weaknesses that we may be unable to remediate in time tomeet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of Sarbanes-Oxley. In addition, if wefail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from timeto time, we may be unable to conclude that we have effective internal controls over financial reporting in accordance with Section 404of Sarbanes-Oxley. If we are unable to implement the requirements of Section 404 of Sarbanes-Oxley in a timely manner or with adequatecompliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls overfinancial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, therecould be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. Inaddition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any suchaction could have a material adverse effect on our business, prospects, results of operations, and financial condition.

Ourmanagement has broad discretion as to the use of the net proceeds from this offering.

Ourmanagement will have broad discretion in the application of the net proceeds. Accordingly, you will have to rely upon the judgment ofour management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this offeringin ways that holders of the shares may not desire or that may not yield a significant return or any return at all. Our management notapplying these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering ina manner that does not produce income or that loses value. Please see “Use of Proceeds” below for more information.

Wemay not be able to satisfy listing requirements of Nasdaq or obtain or maintain a listing of our common stock and warrants on Nasdaq.

Ifour common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaqlisting requirements, our common stock may be delisted. If we fail to meet any of Nasdaq’s listing standards, our common stockmay be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securitiesexchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading marketfor, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of yourinvestment.

Ifour shares of securities become subject to the penny stock rules, it would become more difficult to trade our shares.

TheSEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generallyequity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorizedfor quotation on certain automated quotation systems, provided that current price and volume information with respect to transactionsin such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchangeand if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules requirea broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosuredocument containing specified information. In addition, the penny stock rules require that before effecting any transaction in a pennystock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitableinvestment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;(ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement.These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, andtherefore stockholders may have difficulty selling their shares.

RisksRelated to Our Capital Structure

Ourindebtedness could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changesin the economy or our industry and prevent us from meeting our financial obligations and our creditors have broad remedies in the eventof default.

Asof December 31, 2020 and September 30, 2021, we had total liabilities of $2,984,058 and $6,736,725, respectively, This indebtedness issecured in part by a security interest in substantially all of our assets, and our security agreements includes broad remedies in favorof the Lenders, including the right to foreclose on pledged assets in connection with an event of default.

Ifwe cannot generate sufficient cash flow from operations to service our debt, we may need to further refinance our debt, dispose of assetsor issue equity to obtain necessary funds. We do not know whether we will be able to do any of this on a timely basis or on terms satisfactoryto us, or at all. Our substantial indebtedness could have important consequences, including:

Ourability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.

Ourbusiness and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds throughthe issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms orat all. If adequate funds are not available on acceptable terms, or at all, we may be unable to fund our capital requirements. If weissue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the termsof any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equitysecurities, existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our commonstock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond ourcontrol, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk ofour future securities offerings reducing the market price of our common stock and diluting their interest.

Theterms of our security agreement and other debt documents restrict our current and future operations, which could adversely affect ourability to respond to changes in our business and to manage our operations.

Oursecurity agreements and other debt documents contain, and any future indebtedness will likely contain, a number of restrictive covenantsthat impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

Afterthis offering, our principal stockholder will continue to have substantial control over us.

After the consummation of thisoffering, John Yozamp, our CEO and the Chairman of our Board of Directors will beneficially own approximately 24.0% of our outstandingcommon stock, and approximately 22.9% of our outstanding common stock if the underwriters’ over-allotment option is exercised infull and, together with his brothers Joel R. Yozamp and James Yozamp, Jr., 37.7% and 35.9%, respectively. As a consequence, Mr. Yozampand his affiliates, including his brothers, will be able to substantially influence matters requiring stockholder approval, includingthe election of directors, a merger, consolidation or sale of all or substantially all of our assets, and any other significant transaction.The interests of Mr. Yozamp may not always align with our interests or the interests of our other stockholders. For instance, this concentrationof ownership may have the effect of delaying or preventing a change of control otherwise favored by our other stockholders and could depressour stock price.

OurCertificate of Incorporation provides that the Nevada Eighth Judicial District Court of Clark County Nevada shall be the exclusive forumfor certain litigation that may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

OurCertificate of Incorporation provides that, subject to limited exceptions, the Nevada Eighth Judicial District Court of Clark CountyNevada shall be, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceedingbrought in the name or right of the Corporation or on its behalf, (ii) any action asserting a claim for breach of a fiduciary duty owedby any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuantto any provision of Nevada Revised statutes Chapters 78 or 92A, our Articles of incorporation or our bylaws, (iv) any action to interpret,apply, enforce or determine the validity of our articles of incorporation or bylaws, or (v) any action asserting a claim governed bythe internal affairs doctrine.

These choice of forum provisions may limit a stockholder’sability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents,which may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who do bring a claim inthe Nevada Eighth Judicial District Court of Clark County Nevada could face additional litigation costs in pursuing any such claim, particularlyif they do not reside in or near the State of Nevada. The Nevada Eighth Judicial District Court of Clark County Nevada may also reachdifferent judgments or results than would other courts, including courts where a stockholder considering an action may be located or wouldotherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively,if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceablein an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affectour business and financial condition. Certain federal laws provide for exclusive jurisdiction in federal court and thus may preempt suchprovisions in our articles of incorporation.

USEOF PROCEEDS

Weestimate that we will receive net proceeds of approximately $13,400,000 (or approximately [●]million if the underwriters’ over-allotment option is exercised in full) from the sale of the shares offered by us in thisoffering, based on an assumed public offering price of $7.00per Share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwritingdiscounts and commissions and estimated offering expenses payable by us.

A$1.00 increase or decrease in the assumed public offering price of $7.00per share (the midpoint of the range set forth on the cover page of this prospectus), would increase or decrease the net proceedsto us from this offering by [●],assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deductingestimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of 100,000 sharesoffered by us, as set forth on the cover page of this prospectus, would increase or decrease net proceeds to us from this offering by[●], assuming nochange in the assumed public offering price of $7.00 per share (the midpoint of the range set forth on the cover page of this prospectus),and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Theprincipal purposes of this offering are to increase our capitalization and financial flexibility as well as our visibility in the marketplaceand create a public market for our securities. As of the date of this prospectus, we cannot specify with certainty all of the particularuses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds to us from this offering forsales and marketing expenses, research and development expenses, purchases of capital equipment, repayment of indebtedness, working capitaland general corporate purposes, as more fully described in the table below.

Wewill retain broad discretion in the allocation of the net proceeds from this offering and could utilize the proceeds in ways that donot necessarily improve our results of operations or enhance the value of our securities.

The table below sets forth themanner in which we expect to use the net proceeds we receive from this offering. All amounts included in the table below are estimates.

* Debt to be repaid consists of working capital loans with principal balancesof $400,000 and $150,000 with interest rates of 10% and 15% per annum, respectively, and each maturing December 31, 2021 (we are currentlydiscussing extensions with the lenders), bridge loans with an aggregate principal balance of $1,600,000 and with an interest rate of 15%per annum, and all related accrued interest, including a minimum of one year interest totaling $240,000. The maturity date of the bridgeloan notes is the earlier of (i) May 15, 2023, (ii) the closing a Qualified Subsequent Equity Financing and (iii) the closing of a Changeof Control.

As of September 30, 2021, the total principal balance due on the short-termrevolving loans to be repaid was $600,000. Subsequent to September 30, 2021, $50,000 was repaid to reduce the outstanding principal balanceto an aggregate of $550,000, representing the amount of debt repayment referenced above. The table below sets forth our short-term revolvingloans as of September 30, 2021 (proceeds from the $1,600,000 in bridge loans that are to be repaid were received subsequent to September30, 2021 and are therefore not included in the table below):

Totalinterest paid on the $600,000 short-term revolving loans during the nine months ended September 30, 2021 was $52,500.  Theas adjusted net loss per membership unit (basic and diluted) is decreased to ($6) from actual of ($7) as of September 30, 2021 as a resultof the debt repayment.

Theforegoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portionsof the net proceeds reserved for one category to another, and we will have broad discretion in doing so. Pending these uses, we intendto invest the net proceeds of this offering in a money market or other interest-bearing account.

DividendPolicy

Wehave never declared or paid any dividends on our common stock and do not anticipate that we will pay any dividends to holders of ourcommon stock in the foreseeable future. Instead, we currently plan to retain any earnings to finance the growth of our business. Anyfuture determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our financialcondition, results of operations and capital requirements as well as other factors deemed relevant by our board of directors.

CAPITALIZATION

Thefollowing table sets forth our cash and capitalization, as of September 30, 2021 on:

Thefollowing table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and our financial statements and related notes included in this prospectus.

Theactual, pro forma and pro forma as adjusted information set forth in the table excludes:

DILUTION

Ifyou invest in our securities in this offering, your ownership interest will be diluted immediately to the extent of the difference betweenthe initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of ourcommon stock immediately after this offering.

Ourhistorical net tangible book value (deficit) as of September 30, 2021 was $[●],or $[●] per shareof our common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilitiesand convertible preferred stock, which is not included within our stockholders’ (deficit) equity. We do not currently have anyshares of, or securities convertible into, preferred stock outstanding. Historical net tangible book value per share represents historicalnet tangible book value (deficit) divided by the number of shares of our common stock issued as of September 30, 2021. This data is solelybased on the historical amounts as shown in our balance sheet as of September 30, 2021.

Ourpro forma net tangible book value (deficit) as of September 30, 2021 was $[●],or $[●] per shareof our common stock. Pro forma net tangible book value (deficit) represents the amount of our total tangible assets less our total liabilities.

After giving further effect toour sale of shares in this offering at an assumed initial public offering price of $7.00 per share, the midpoint of the price range setforth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offeringexpenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2021 would have been approximately $[●],or approximately $[●] per share. This represents an immediate increase in pro forma as adjusted net tangible book value per shareof $[●] to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value per share of approximately$[●] to new investors purchasing common stock in this offering. Dilution per share to new investors purchasing securities in thisoffering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initialpublic offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

A$1.00 increase (decrease) in the assumed initial public offering price of $7.00per share would increase (decrease) our pro forma as-adjusted net tangible book value by $[●],the pro forma as-adjusted net tangible book value per share after this offering by $[●]and the dilution per share to new investors by $[●],assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deductingthe estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease)of [●] shares inthe number of shares offered by us would increase (decrease) our pro forma as-adjusted net tangible book value by $[●],the pro forma as-adjusted net tangible book value per share after this offering by $[●]and the dilution per share to new investors by $[●],assuming the assumed public offering price remains the same and after deducting the estimated underwriting discounts and commissionsand estimated expenses payable by us.

Ifthe underwriters exercise their option to purchase additional shares of shares in this offering in full at the assumed initial publicoffering price of $7.00 pershare, the midpoint of the price range set forth on the cover of this prospectus and assuming the number of shares offered by us, asset forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissionsand estimated offering expenses payable by us, the pro forma as adjusted net tangible book value per share after this offering wouldbe $[●] per share,and the dilution in pro forma as adjusted net tangible book value per share to new investors purchasing common stock in this offeringwould be $[●] pershare.

The following table summarizes,on a pro forma as adjusted basis as of September 30, 2021, the number of shares of common stock purchased from us on an as converted tocommon stock basis, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing stockholdersand by new investors in this offering at an assumed initial public offering price of $7.00 per share, the midpoint of the price rangeset forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offeringexpenses payable by us.

The table above assumes no exerciseof the underwriters’ over-allotment option in this offering. If the underwriters’ over-allotment option is exercised in full,the number of shares of our common stock held by existing stockholders would be reduced to 65.0% of the total number of shares of ourcommon stock outstanding after this offering, and the number of shares held by new investors participating in the offering would be increasedto 35.0% of the total number of shares outstanding after this offering.

Thetables above do not include:

Tothe extent that options are issued and exercised or shares are issued under our 2021 Incentive Award Plan, you will experience furtherdilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believewe have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the saleof equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

FINANCIALINFORMATION

Setforth below are our summary historical and as adjusted financial and other data for the periods ending on and as of the dates indicated.Our historical results are not necessarily indicative of future results of operations. The summary of historical financial and otherdata should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”and our historical financial statements and the notes related thereto, included elsewhere in this prospectus.

BalanceSheets