As filed with the Securities and Exchange Commissionon May 10, 2023

Registration No. 333-_________ 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

YOUNEEQAI TECHNICAL SERVICES, INC.

(Exact name of registrant as specified in itscharter)

2700 Youngfield St., Suite 100

Lakewood, CO 80215

(303) 918-7595

_________________________________________________

(Address and telephone number of principal executiveoffices)

Murray Galbraith, Chief Executive Officer

2700 Youngfield St., Suite 100

Lakewood, CO 80215

(303) 918-7595

_________________________________________________________

(Name, address and telephone number of agentfor service)

COPIES OF ALL COMMUNICATIONS TO:

Christen Lambert, Attorney at Law

2920 Forestville Rd. Ste. 100 PMB 1155, Raleigh,NC 27616 / Phone (919) 473-9130 

Approximate date of commencement of proposedsale to the public: As soon as possible after this Registration Statement becomes effective.

If any of the securities being registered onthis Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the followingbox. [X]

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendmentfiled pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendmentfiled pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. [_]

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growthcompany as defined in Rule 405 of the Securities Act of 1933. [_] 

If an emerging growth company, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [_]

CALCULATION OF REGISTRATION FEE

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

The information in this prospectusis not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION,DATED MAY 8, 2023

YOUNEEQAI TECHNICAL SERVICES, INC.

We are registering securities listed forsale as follows:

We will not receive any proceeds fromsales of shares by selling shareholders.

Our selling shareholders plan to sell commonshares at market prices for so long as our Company is quoted on OTC Pink and as the market may dictate from time to time. Thereis a limited market for the common stock, which has been trading on the OTC Pink (“YQAI”) at an average of $0.25 pershare in the past 5 trading days as of May 8, 2023.

Due to the OTC Pink approval for our commonstock, our security holders may sell their securities at market prices or at any price in privately negotiated transactions.

This offering involves a high degree ofrisk; see "RISK FACTORS" beginning on page 5 to read about factors you should consider before buying shares ofthe common stock.

These securities have not been approvedor disapproved by the Securities and Exchange Commission (the “SEC”) or any state or provincial securities commission,nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense.

This offering will be on a delayed and continuousbasis only after the distribution upon registration of stock to distributees and for sales of selling shareholders shares. Theselling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of theshares by the selling shareholders. (See “Description of Securities – Shares”).

This Registration Statement covers the distributionof shares by Brookdale Consulting LLC to its members, who are also deemed selling shareholders hereunder (and underwriters) andresale thereafter, by our selling shareholders of up to 4,460,000 shares of common stock previously issued to such selling shareholders.

The information in this prospectus is not completeand may be changed. We may not sell these securities until the date that the registration statement relating to these securities,which has been filed with the Securities and Exchange Commission, becomes effective. This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this Prospectus is May 8, 2023.

iii

TABLE OF CONTENTS

ITEM 3. PROSPECTUS SUMMARY INFORMATION,RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

Our Company

YouneeqAI Technical Services, Inc. (“We,”“us,” “our,” “Company,” “YouneeqAI,” or “YQAI”), is incorporated inthe State of Nevada with corporate operations located in located in Lakewood, Colorado.

The names by which we have been known are:(i) originally incorporated as Ocean Energy, Inc. on November 28, 2007, (ii) Sino Cement, Inc. from September 15, 2010 to July5, 2013, (iii) Nevis Capital Corporation from July 5, 2013 to May 10, 2017, (iv) ASC Biosciences, Inc. from February 6, 2017 toJanuary 15, 2019, (v) American Hemp Ventures, Inc. from January 15, 2019 to October 15, 2022, and (vi) YouneeqAI Technical Services,Inc. from October 15, 2022 to date.

CORPORATE HISTORY

The Company was founded as a Nevada corporationin 2007 as Ocean Energy, Inc. The business was formed for the purpose of producing and distributing Ocean Power Converters (OPC)supplying seashore consumers. This innovative, patent-pending technology was the result of 15 years of development of the Wincrantsrotor. Nine prototypes of OPC were manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands,by the University of the South Pacific. This venture failed.

In a reverse merger the Company then acquireda People's Republic of China (the “PRC”) based cement producer in accordance with a Share Exchange Agreement datedFebruary 21, 2011 (“2011 Exchange Agreement”) made by and among Sino Cement, Inc., (“Sino”) a Nevada corporation,Valentyna Stupenko, Tiger Fair Limited (“Tiger Fair”), a Hong Kong corporation and King Harbour International Limited(“King Harbour”), a company incorporated in the British Virgin Islands. King Harbour was incorporated in the BritishVirgin Islands on January 2, 2009. Tiger Fair was incorporated in the Hong Kong on March 30, 2009. Tiger Fair was a wholly-ownedsubsidiary of King Harbour. King Harbour, through Tiger Fair directly controlled Shaanxi Shehui Cement Co., Ltd. (“ShehuiCement”), a cement producer in the PRC. The close of the 2011 Share Exchange transaction took place on February 21, 2011.On that date, pursuant to the terms of the 2011 Exchange Agreement, Sino acquired all of the outstanding capital stock and ownershipinterests of Tiger Fair Limited from King Harbour and they transferred and contributed all of their interests to us. In exchange,Sino issued to the Tiger Fair shareholders 14,250,000 shares of our common stock. Shehui Cement was incorporated in the PRC onJanuary 17, 2001. Shehui Cement was the Chinese operating company subsidiary and was in the business of producing cement in Shaanxiprovince in the PRC, and was used primarily in the construction of infrastructure projects such as highways, bridges, railwaysand roads, as well as residential buildings. Shehui Cement was a wholly owned subsidiary. Concurrently, the name of Sino was changedto Nevis Capital Corporation of Tiger Fair. This business failed and the Company was abandoned.

ASC Biosciences, Inc. (“ASC”) acquiredNevis Capital Corporation (“Nevis”) by Order of the Second District Court of Nevada on February 27, 2017. ASC was awardeda controlling stock ownership of Nevis.

The court appointed a receiver during the periodfrom June 16, 2016 through February 27, 2017. All assets and liabilities of Nevis were disposed of by the receivers of or liquidatedfor the benefit of the company’s creditors in the ensuing month prior to the date of acquisitions by ASC.

After the date of ASC’s acquisition,the name of the company was changed to ASC Biosciences, Inc., and a reverse split of the common stock was effected replacing each2000 shares of stock with 1 share of new common stock. This venture for the company failed in 2018.

Effective as of December 27, 2018, ASC Biosciences,Inc. acquired H.E.M.P Group LLC, a Colorado limited liability company doing business as H.E.M.P. Consulting Group LLC (“HEMPConsulting”), and LTC Farms LLC, a Colorado limited liability company (“LTC Farms,” together with HEMP Consultingcollectively the “Target Companies” by an Agreement for Share Exchange (the “2018 Share Exchange Agreement”),pursuant to which the following would occur: (i) The Company would acquire all of the outstanding membership interests in the TargetCompanies and the Target Companies would become the wholly owned subsidiaries of the Company (the “2018 Share Exchange”);(ii)

The Target Companies would pay the Companyor its assignees $183,333.00; (iii) The Company would issue the owners of the Target Companies (the “2018 New Shareholders”)13,944,792 shares of Company common stock; (iv) An equivalent number of outstanding shares of Company common stock (13,944,792shares) would be cancelled; (v) The Company’s officers and directors prior to closing would resign; and (vi) Designees ofthe Target Companies would be appointed as officers and directors of the Company. Effective as of December 28, 2018, (i) the 2018Share Exchange closed; (ii) the Target Companies became wholly owned subsidiaries of Company; (iii) Neville Pearson, Howard Letovskyand C.W. Gilluly resigned as officers and directors of the Company; (iv) S. Mark Spoone was appointed as President, CEO and a directorthe Company, John Yoo Lee was appointed as a director of the Company, Jiun Haw Chang was appointed as a director the Company, andNeville Pearson was appointed as interim CFO of the Company; and (v) the cash consideration was paid by the Target Companies tothe Company and distributed as follows: $25,000 was paid to Neville Pearson, $16,666.67 was paid to C.W. Gilluly, $16,666.67 waspaid to Financial Logistics LLC, and $125,000 was paid to Mac Feegle Holdings, Inc. On or about January 4, 2019, the canceled shareswere canceled, and the Company issued the Shares to the following shareholders as follows: 6,135,708 were issued to John Yoo Lee,6,135,708 shares were issued to Jiun Haw Chang, and 1,673,376 shares were issued to S. Mark Spoone. Accordingly, immediately priorthe 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were considered outstanding, and immediately followingthe 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were still considered outstanding. The Company’smission was to become a broadly integrated “seed-to-sale” hemp operation that starts on the farm and delivers to thetabletop.

The name was changed to American Hemp Ventures,Inc. on January 15, 2019.

On March 25, 2021, the Company entered intoassignment agreements to transfer its ownership in Hemp Group, LTC Farms, and AMHV Wellness to an entity controlled by the officersand directors of the Company. On September 1, 2021, the Company and the counterparties entered into rescission agreements rescindingthe original assignment agreements ab initio, effective as of March 25, 2021. On March 25, 2021, the Company entered into a Non-ExclusivePatent License Agreement (the “2021 License Agreement”) with Alpha Modus, Corp. (“Alpha Modus”). The Agreementprovided for the Company to license for use certain patents and patent applications held by Alpha Modus for commercialization,and the Company agreed to issue 78,390,770 shares of its restricted common stock as an initial royalty payment to Alpha Modus.On July 14, 2021, the 2021 License Agreement was rescinded by the parties, and as part of the recission, the 78,390,770 sharesissued to Alpha Modus were returned to Company and were canceled.

The Company was delinquent in its Nevada filingsseveral times in each instance it reinstated in Nevada by filing the required documents.

On February 11, 2022, the Company approvedthe Acquisition Agreement and License Agreement (with an effective date of February 9, 2022) for the issuance of 30,000,000 commonshares to Digital Cavalier Technology Services, Inc., a Canadian corporation (Agreement attached hereto as Exhibit 10.1). Afterthis was presented to the accountants, they determined that there were valuation and accounting issues with this arrangement andafter research and consultations, determined that issuance of Preferred stock was a better alternative. Accordingly, on May 4,2022, the parties to the License Agreement adopted an amendment to the equity arrangement under the License Agreement and the AcquisitionAgreement which provided for the issuance of 3,000 shares of Series A Preferred Stock, instead of 30,000,000 shares of common stock(attached hereto as Exhibit 10.2). After that had been agreed, upon review of the Series A preferred Certificate of Designationit was discovered that it only authorized 1,000 shares of Series A and did not contain the ratio of conversion rights which hadbeen agreed to between the parties in the May 4, 2022 amendment. So, during the next several months, the parties negotiated anddrafted an Amended and Restated Certificate of Designation for the Series A preferred shares which was recorded with the Secretaryof State in Nevada in August 2022 (Certificate of Designation attached hereto as Exhibit 4.1). The parties extended the LicenseAgreement by amendment on February 6, 2023 for an additional twenty four (24) months (attached hereto as Exhibit 10.3).

The Acquisition Agreement and License Agreementwith Digital Cavalier Technology Services, Inc. allows for the Company to license, market and sell the technology of Digital CavalierTechnology Services, Inc. Digital Cavalier Technology Services, Inc. is licensing its AI Personalization engine software as a service(SaaS) products and services, for e-commerce, content marketing, digital publishing, and other industries where a relevant customerexperience is necessary.

The Company changed its name to YouneeqAI TechnicalServices, Inc. effective October 15, 2022.

Our executive offices are located at 2700 YoungfieldSt., Suite 100, Lakewood, CO 80215 and the telephone number is (303) 918-7595. We maintain a website at www.youneeqai.com, andsuch website is not incorporated into or a part of this filing.

IMPLICATIONSOF BEING A SMALLER REPORTING COMPANY

We are a “smaller reporting company”as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companiesuntil the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates isgreater than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are lessthan $100 million during the most recently completed fiscal year and our voting and non-voting common stock heldby non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

Summary of Financial Information

The following tables set forth, for the periodsand as of the dates indicated, our summary financial data. The statements of operations for the fiscal years ended December 31,2022 and 2021, and the balance sheet data as of December 31, 2022 and 2021 are derived from our audited condensed financial statements.The audited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments,that management considers necessary for the fair presentation of the financial information set forth in those statements. You shouldread the following information together with the more detailed information contained in “Selected Financial Data,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statementsand related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expectedin the future.

At December 31, 2022, the accumulated deficitwas ($56,725,170). At December 31, 2021, the accumulated deficit was ($25,779,851). We anticipate that we will operate in a deficitposition and continue to sustain net losses for the foreseeable future.

The Offering

Our common stock, only, will be transferableimmediately upon the effectiveness of the Registration Statement. (See “Description of Securities”)

We are registering securities listed for saleas follows:

We are authorized to issue 200,000,000 sharesof common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. Our current shareholders,officers and directors collectively own 52,609,106 shares of common stock as of this date. Our shares being registered were issuedin the following amounts and at the following prices:

Currently there is a limited public tradingmarket for our stock on OTC Pink under the symbol “YQAI.”

Forward Looking Statements

This prospectus contains various forward-lookingstatements that are based on our beliefs as well as assumptions made by and information currently available to us. When used inthis prospectus, the words "believe," "expect," "anticipate," "estimate," and similar expressionsare intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities,payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could causeactual results to differ materially from projections or estimates. Factors which could cause actual results to differ materiallyare discussed at length under the heading "Risk Factors." Should one or more of the enumerated risks or uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimatedor projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

RISK FACTORS RELATED TO OUR BUSINESS

WE HAVE AN EVOLVING BUSINESS MODEL.

As AI Personalization engine software evolves,so will our business model. We may continue to try to offer additional types of products or services, and we cannot offer any assurancethat any of them will be successful. From time to time we may also modify aspects of our business model relating to our productmix and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not resultin harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth,and negatively affect our operating results.

OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE,ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.

We will rely exclusively on the skills andexpertise of our management team in conducting our business. Our management team has experience in software industry, but thereis no assurance that our management’s efforts in with this proposed business will be successful. Accordingly, thereis only a limited basis upon which to evaluate our prospects for achieving our intended business objectives.

We will be wholly dependent on the diligenceand skill of our management team for the operations and roll out of our YouneeqAI, under the supervision of our Board of Directors.There can be no assurance that we will attain our objective. However, not all of the management team will devote all of their timeto managing the Company. These factors may affect our profitability.

We have limited resources and limited operatinghistory.

OUR OPERATIONS AS A SOFTWARE AS A SERVICE PROVIDERMAY AFFECT OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL, WHICH MAY EXPOSE US TO RISKS.

Our business will require a substantial amountof capital to market our services and then provide the services to clients in order to generate revenues. Our revenues may notbe paid until 30-45 days after providing services. We may acquire additional capital from the issuance of senior securities, includingborrowings or other indebtedness, or the issuance of additional shares of our common stock. However, we may not be able to raiseadditional capital in the future on favorable terms or at all. We may issue debt securities, other evidences of indebtedness orpreferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "seniorsecurities". If the value of our businesses decline, we may be unable to satisfy loan requirements. If that happens, we maybe required to reduce operations and repay a portion of our indebtedness at a time when such reduction may be disadvantageous.As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increasedrisk of loss. If we issue preferred stock, the preferred stock would rank "senior" to common stock in our capital structure.Preferred stockholders would have separate voting rights and might have rights, preferences, or privileges more favorable thanthose of our common stockholders. If we raise additional funds by issuing more common stock or senior securities convertible into,or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease.

WE ARE DEPENDENT UPON OUR FULL-TIME MANAGEMENTFOR OUR SUCCESS; IF THIS CHANGES, THIS MAY BE A RISK TO OUR INVESTORS.

Although we currently have full-time management,if at any time our management becomes part-time, this may be an impediment to our business achievement. Without full-time officers,we may not have sufficient devoted time and effort to find successful loan prospects, additional capital, or manage our loan portfolio,which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.

WE HAVE A LIMITED AMOUNT OF FUNDS AVAILABLEFOR IMPLEMENTATION OF OUR BUSINESS PLAN AND AS A RESULT, OUR BUSINESS MAY NOT BE SUCCESSFUL.

Based on the amount of our existing availablefunds, it is unlikely that we will be able to commit our funds to a large roll out of our AI personalization platform. Prospectiveinvestors should understand that our business is reliant on successful sales of our platform as a service, and in the future maynot be substantially diversified. We may not achieve the same level of business diversification as larger entities engaged in similaractivities. Therefore, our business may be subject to greater risk of failure than if we had multiple lines of business. This couldhave a material adverse effect on our financial condition.

WE HAVE A VOLATILE REVENUE HISTORY AND STOCKHOLDERSCANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.

During the year ended December 31, 2022, werecognized no revenues. Our net loss for the year ended December 31, 2022 in the amount of ($30,945,319) is indicative of thislack of consistent sources of revenues. We must be regarded as a new venture with all of the unforeseen costs, expenses, problems,risks and difficulties to which such ventures are subject.

WE ARE NOT DIVERSIFIED, AND WE WILL BE DEPENDENTON ONLY ONE BUSINESS, AI PERSONALIZATION ENGINE SOFTWARE.

Because of the limited financial resourcesthat we have, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activitiesinto more than one area will subject us to economic fluctuations within the artificial intelligence software services industryand therefore increase the risks associated with our operations due to lack of diversification.

OUR SUCCESS AND ABILITY TO GROW OUR BUSINESSDEPEND ON RETAINING AND EXPANDING OUR CUSTOMER BASE. IF WE FAIL TO ADD NEW CUSTOMERS OR RETAIN CURRENT CUSTOMERS, OUR BUSINESS,REVENUE, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE HARMED.

Our ability to attract new customers and retainexisting customers depends, in large part, on our ability to be perceived as providing accurate and insightful AI personalizedcustomer experiences, competitive pricing, and sales generation to our subscribers. In order to maintain this perception, we maybe required to incur significantly higher marketing expenses, costs related to improving our service, and lower margins in orderto attract new customers and retain existing customers. If we fail to remain competitive on customer experience, pricing, and usablemetrics, our ability to grow our business and generate revenue by attracting and retaining customers may be adversely affected.

There are many factors that could negativelyaffect our ability to grow our customer base, including if:

•         we fail to effectively use search engines, social media platforms, digital app stores, content-basedonline advertising, and other online sources for generating traffic to our website;

•         potential customers in a particular marketplace or generally do not have a use for our AIpersonalization software;

•         our competitors mimic our AI tools, causing current and potential customers to purchase theirAI services instead of our products;

•         our digital platform experiences disruptions;

•         we experience unfavorable shifts in customer perception of our AI;

•         we suffer reputational harm to our brand resulting from negative publicity, whether accurateor inaccurate;

•         we fail to offer new and competitive products;

•         customers have difficulty integrating, updating or otherwise accessing our services on mobiledevices or web browsers as a result of actions by us or third parties;

•         technical or other problems frustrate the customer experience, particularly if those problemsprevent us from generating suggestions or information in a fast and reliable manner; or

•         we are unable to address customer concerns regarding the content, privacy, and security ofour digital platform.

Our inability to overcome these challengescould impair our ability to attract new customers and retain existing customers and could have a material adverse effect on ourbusiness, revenue, operating results and financial condition.

WE MAY HAVE A SHORTAGE OF WORKING CAPITAL INTHE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.

Our capital needs consist primarily of expensesrelated to general and administrative operations and legal and professional fees that could exceed $1,000,000 in the next twelvemonths. Such funds are not currently committed, and we have cash of approximately $1,870 at May 2, 2023.

WE WILL NEED ADDITIONAL FINANCING FOR WHICHWE HAVE NO COMMITMENTS, AND THIS MAY JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN.

We have limited funds, and such funds may notbe adequate to carry out our business plan in the software industry. Our ultimate success depends upon our ability to raise additionalcapital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital.

We have no commitment at this time for additionalcapital. If we need additional capital, we have no assurance that funds will be available from any source or, if available,that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financedwith our modest capital.

IF OUR EXCLUSIVE LICENSE FOR THE YOUNEEQAIPERSONALIZATION SOFTWARE TERMINATES OR IS ALTERED IN ANY MATERIAL WAY, WE MAY FACE UNFORESEEN LOSSES AND BE UNABLE TO CONTINUEOPERATIONS.

We rely entirely on our license agreement withDigital Cavalier Technology Services, Inc. for the right to license, market, and sell the technology of the AI Personalizationengine software as a service (SaaS) for e-commerce, content marketing, digital publishing, and other industries where a relevantcustomer experience is necessary. Any breach or termination of the license agreement will negatively affect our sales and operations,decreasing our revenues. It may be difficult, expensive, or impossible to find a replacement technology.

REPORTINGREQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAININGACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

Therules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which willrequire that the Company engage legal, accounting, auditing and other professional services. The engagement of such services iscostly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, thatwe design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying withthe Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implementand maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system ofinternal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reportsor report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in ourshare price.

Asa public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-FrankAct of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliancewith these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities moredifficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things,that we file annual, quarterly, and current reports with respect to our business and operating results.

Weare working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financialand management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continueto make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequatelyprepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accountingand audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultantsto design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and couldbe several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional membersof senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ andofficers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expensesassociated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, theseadditional expenses individually, or in the aggregate, may also be material.

Inaddition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, includingdirectors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage orincur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficultfor us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Theincreased costs associated with operating as a public company may decrease our net income or increase our net loss and may causeus to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of suchincreased costs. Additionally, if these requirements divert our management’s attention from other business concerns, theycould have a material adverse effect on our business, financial condition and results of operations.

COMPETITION FROM SIMILAR SERVICE PROVIDERS.

We expect to encounter competition from otherentities having similar business objectives, some of whom may have greater resources than us. Virtually all of our competitorswill have a competitive advantage and are much larger. The need to compete for investment opportunities may make it necessary forus to offer clients attractive transaction terms than otherwise might be the case.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATEFUTURE LOSSES.

At December 31, 2022, we had an accumulateddeficit of ($56,725,170) and for the year ended December 31, 2022, we incurred a net loss of ($30,945,319).

As a result of these, among other factors,we received from our registered independent public accountants in their report of the financial statements as of and for the yearsended December 31, 2022 and 2021, an explanatory paragraph stating that there is substantial doubt about our ability to continueas a going concern.

OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENTTO MEET OUR ONGOING OPERATING EXPENSES.

We have limited sources of revenues at thistime and insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additionaldebt and/or equity, we shall be unable to meet our ongoing operating expenses. However, as noted elsewhere in this filing, we wereable to borrow funds during the year ended December 31, 2022 and received proceeds in the amount of $804,688. On a longer-termbasis, we may seek to merge with another entity with experienced management and opportunities for growth in return for shares ofour common stock to create value for our shareholders. There can be no assurance that these events will be successfully completed.

BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THATMAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKEACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our officers, directors, and holders of 5%or more of our issued and outstanding common stock beneficially own approximately 65.61% of our issued and outstanding common stockon a fully diluted basis, including the Series A Preferred Stock which votes 10,000 shares of common stock for every 1 share ofPreferred at all times until redeemed. As a result, they effectively control all matters requiring director and stockholder approval,including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction.These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer.This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company thatyou might view favorably.

OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EFFECTIVELY CONTROLSUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.

Murray Galbraith, the CEO and a director ofthe Company controls approximately 86.7% of our issued and outstanding Series A Preferred voting stock on behalf of Digital CavalierTechnology, Inc., providing the equivalent of 46.7% control of the common stock, and, therefore he effectively controls substantiallyall actions taken by our stockholders, including the election of directors. Such concentration of ownership could also have theeffect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may alsodiscourage the market for our stock due to the concentration.

WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAYNOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

To supplement the business experience of ourofficers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultantsor advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipatedthat such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us.In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are ableto provide the required services.

THE INABILITY OF OUR COMPANY TO ADEQUATELYEXECUTE OUR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR COMPANY VALUE.

The possibility that our Company will not beable to fully carry out or execute on its expansion or growth plans presents significant risk. Our success will ultimately dependon the success of our marketing. If our intended expansion or growth plan does not come to fruition or is otherwise impeded, oris unprofitable, we may not be able to stay in business or have any value.

RISK FACTORS RELATED TO AI PERSONALIZATIONENGINE SOFTWARE

THE “YOUNEEQAI” BRAND MAY NOT BECOMEAS WIDELY KNOWN AS INCUMBENTS’ BRANDS OR THE BRAND MAY BECOME TARNISHED.

Many of our competitors have brands that arewell recognized. As a relatively new entrant into the software market, we spend considerable money and other resources to createbrand awareness and build our reputation. We may not be able to build brand awareness, and our efforts at building, maintainingand enhancing our reputation could fail. Complaints or negative publicity about our business practices, our marketing and advertisingcampaigns, our compliance with applicable laws and regulations, the integrity of the data that we provide to consumers or businesspartners, data privacy and security issues, and other aspects of our business, whether valid or not, could diminish confidencein our brand, which could adversely affect our reputation and business. As we expand our product offerings and enter new markets,we need to establish our reputation with new customers, and to the extent we are not successful in creating positive impressions,our business in these newer markets could be adversely affected. There can be no assurance that we will be able to maintain orenhance our reputation, and failure to do so could materially adversely affect our business, results of operations and financialcondition. If we are unable to maintain or enhance consumer awareness of our brand cost-effectively, our business, results of operationsand financial condition could be materially adversely affected.

Failure to accurately and timely make product,special offers, and personalized recommendations to ecommerce customers could materially and adversely affect our business, financialcondition, results of operations, and prospects.

Our AI Personalization must accurately andtimely make product, special offers, and personalized recommendations to ecommerce customers in order to fulfill our contractualobligation to ecommerce subscribers. Many factors affect our ability to make suggestions accurately and timely, including the efficacyof our artificial intelligence data and our ability to develop or select and implement appropriate procedures and systems to supportour software.

OUR PROPRIETARY ARTIFICIAL INTELLIGENCE ALGORITHMSMAY NOT OPERATE PROPERLY OR AS WE EXPECT THEM TO, WHICH COULD CAUSE OUR SUBSCRIBERS TO SEE NO BENEFIT. MOREOVER, OUR PROPRIETARYARTIFICIAL INTELLIGENCE ALGORITHMS MAY LEAD TO UNINTENTIONAL BIAS AND DISCRIMINATION.

We utilize the data gathered from the websitevisitor to determine product personalization and recommendations, personalized and optimized offers and calls to action, improvedcart recommendations, landing pages with personalization and optimization, AI-powered personalized site search for ecommerce andcontent marketing and publishing. The data that we gather through our interactions with customers is evaluated and curated by proprietaryartificial intelligence algorithms. The continuous development, maintenance and operation of our deep-learned

backend data analytics engine is expensiveand complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors, forexample, with new capabilities incorporating artificial intelligence. We may encounter technical obstacles, and it is possiblethat we may discover additional problems that prevent our proprietary algorithms from operating properly. If our data analyticsdo not function reliably, we may incorrectly provide recommendations and personalization. Either of these situations could resultin customer dissatisfaction with us, which could cause subscribers to cancel their subscription for AI services with us or preventprospective subscribers from signing up. Additionally, our proprietary artificial intelligence algorithms may lead to unintentionalbias and discrimination in the product recommendations, which could subject us to legal or regulatory liability. Any of these eventualitiescould result in a material and adverse effect on our business, results of operations and financial condition.

REGULATORS MAY LIMIT OUR ABILITY TO DEVELOPOR IMPLEMENT OUR PROPRIETARY ARTIFICIAL INTELLIGENCE ALGORITHMS AND/OR MAY ELIMINATE OR RESTRICT THE CONFIDENTIALITY OF OUR PROPRIETARYTECHNOLOGY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our future success depends on our ability tocontinue to develop and implement our proprietary artificial intelligence algorithms, and to maintain the confidentiality of thistechnology. Changes to existing regulations, their interpretation or implementation, or new regulations could impede our use ofthis technology, or require that we disclose our proprietary technology to our competitors, which could impair our competitiveposition and result in a material adverse effect on our business, results of operations, and financial condition.

NEW LEGISLATION OR LEGAL REQUIREMENTS MAY AFFECTHOW WE COMMUNICATE WITH OUR CUSTOMERS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS MODEL, FINANCIAL CONDITION, ANDRESULTS OF OPERATIONS.

State and federal lawmakers are focusing uponthe use of AI broadly, including concerns about transparency, deception, and fairness in particular. Changes in laws or regulations,or changes in the interpretation of laws or regulations by a regulatory authority, specific to the use of AI, may decrease ourrevenues and earnings and may require us to change the manner in which we conduct some aspects of our business. In addition, ourbusiness and operations may be subject to various U.S. federal, state, and local consumer protection laws, including laws whichplace restrictions on the use of automated tools and technologies to communicate with wireless telephone subscribers or consumersgenerally. For example, a California law, effective as of July 2019, makes it unlawful for any person to use a bot to communicatewith a person in California online with the intent to mislead the other person about its artificial identity for the purpose ofknowingly deceiving the person about the content of the communication in order to incentivize a purchase of goods or services ina commercial transaction. Although we have taken steps to mitigate our liability for violations of this and other laws restrictingthe use of electronic communication tools, no assurance can be given that we will not be exposed to civil litigation or regulatoryenforcement. Further, to the extent that any changes in law or regulation further restrict the ways in which our AI software communicateswith prospective or current customers, these restrictions could result in a material reduction in our customer acquisition andretention, reducing the growth prospects of our business, and adversely affecting our financial condition and future cash flows.

WE RELY ON ARTIFICIAL INTELLIGENCE AND OURDIGITAL PLATFORM TO COLLECT DATA POINTS THAT FORM THE BASIS OF OUR PERSONALIZATION, AND ANY LEGAL OR REGULATORY REQUIREMENTS THATRESTRICT OUR ABILITY TO COLLECT THIS DATA COULD THUS MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTSOF OPERATIONS AND PROSPECTS.

We use artificial intelligence and our digitalplatform to collect data points that we use for AI personalization and recommendations. If federal, state or international regulatorswere to determine that the type of data we collect, the process we use for collecting this data or how we use it unfairly discriminatesagainst some groups of people, laws and regulations could be interpreted or implemented to prohibit or restrict our collectionor use of this data. Existing laws, such as the California Consumer Privacy Act, future laws, and evolving attitudes about privacyprotection may impair our ability to collect, use, and maintain data points of sufficient type or quantity to develop and trainour artificial intelligence algorithms.

INTERRUPTIONS OR DELAYS IN THE SERVICES PROVIDEDBY OUR SOLE PROVIDER OF THIRD-PARTY DATA CENTERS OR OUR INTERNET SERVICE PROVIDERS COULD IMPAIR THE OPERABILITY OF OUR SERVICEAND MAY CAUSE OUR BUSINESS TO SUFFER.

We currently offer our products through ourwebsite using Amazon Web Services (“AWS”) data centers, a provider of cloud infrastructure services. We rely on theinternet and, accordingly, depend on the continuous, reliable and secure operation of internet servers, related hardware and software,and network infrastructure. Our operations depend on protecting the virtual cloud infrastructure hosted in Amazon Web Servicesby maintaining its configuration, architecture, and interconnection specifications, as well as the information stored in thesevirtual data centers and which third-party internet service providers transmit. Furthermore, we have no physical access or controlover the services provided by AWS. Although we have disaster recovery plans that utilize multiple AWS locations, the data centersthat we use are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, floods, fires, severestorms, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events,many of which are beyond our control, any of which could disrupt our services, prevent customers from accessing our products, destroycustomer data, or prevent us from being able to continuously back up and record data. In the event of significant physical damageto one of these data centers, it may take a significant period of time to achieve full resumption of our services, and our disasterrecovery planning may not account for all eventualities. Further, a prolonged AWS service disruption affecting our website or onlineapp for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability,cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipmentor taking other actions in preparation for, or in reaction to, events that damage the AWS services we use. Damage or interruptionsto these data centers could harm our business. Moreover, negative publicity arising from these types of disruptions could damageour reputation and may adversely impact use of our website and online app. Although we carry business interruption insurance, itmay not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growthof our business that may result from interruptions in our services or products.

AWS enables us to order and reserve servercapacity in varying amounts and sizes distributed across multiple regions. AWS provides us with computing and storage capacitypursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement for cause upon 30 days’notice (i) if we are in material breach of the agreement and the material breach remains uncured for a period of 30 days from receiptof notice of such breach, (ii) if AWS’s relationship with a third-party partner who provides software or other technologyAWS uses to provide the service offerings under the agreement expires, terminates or requires AWS to change the way it providesthe software or other technology as part of the services it renders pursuant to the agreement, (iii) in order to comply with thelaw or requests of governmental entities, (iv) if our use of the service offerings under the agreement (w) pose a security riskto the service offerings or any third party under the agreement, (x) could adversely impact AWS’s systems, the service offeringsor the systems or content of any other AWS customer, (y) could subject AWS or its affiliates or any third party to liability, or(z) could be fraudulent, or (v) if we are in breach of the payment obligations pursuant to the agreement or we have ceased to operatein the ordinary course, made an assignment for the benefit of creditors or similar disposition of our assets, or become the subjectof any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Termination of the AWS agreement may harm ourability to access data centers we need to host our website and online app or to do so on terms as favorable as those we have withAWS.

As we continue to expand the number of customersto whom we provide our products and services, we may not be able to scale our technology to accommodate the increased capacityrequirements, which may result in interruptions or delays in service. In addition, the failure of AWS data centers or third-partyinternet service providers to meet our capacity requirements could result in interruptions or delays in access to our website oronline app or impede our ability to scale our operations. In the event that our AWS service agreements are terminated, or thereis a lapse of service, interruption of internet service provider connectivity or damage to such facilities, we could experienceinterruptions in access to our website or online app as well as delays and additional expense in arranging new facilities and services,which could harm our business, results of operations, and financial condition.

SECURITY INCIDENTS OR REAL OR PERCEIVED ERRORS,FAILURES OR BUGS IN OUR SYSTEMS, WEBSITE OR ALGORITHM COULD IMPAIR OUR OPERATIONS, RESULT IN LOSS OF PERSONAL CUSTOMER INFORMATION,DAMAGE OUR REPUTATION AND BRAND, AND HARM OUR BUSINESS AND OPERATING RESULTS.

Our continued success is dependent on our systems,applications, and software continuing to operate and to meet the changing needs of our customers and users. We rely on our technologyand engineering staff and vendors to successfully implement changes to and maintain our systems and services in an efficient andsecure manner. Like all information systems and technology, our website and online app may contain material errors, failures, vulnerabilitiesor bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or malicious code,break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomwareand similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causingdata leakage, any of which could lead to interruptions, delays or website or online app shutdowns, or could cause loss of criticaldata, or the unauthorized disclosure, access, acquisition, alteration or use of personal or other confidential information.

If we experience compromises to our securitythat result in technology performance, integrity, or availability problems, the complete shutdown of our services or the loss orunauthorized disclosure, access, acquisition, alteration or use of confidential information, customers may lose trust and confidencein us, and customers may decrease the use of our services, or stop using our services entirely. Further, outside parties may attemptto fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems changefrequently, often they are not recognized until launched against a target, and may originate from less regulated and remote areasaround the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Evenif we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companiescould create the perception among our customers or potential customers that our services are not safe to use.

A significant impact on the performance, reliability,security, and availability of our systems, software, or services may harm our reputation, impair our ability to operate, retainexisting customers or attract new customers, and expose us to legal claims and government action, each of which could have a materialadverse impact on our financial condition, results of operations, and growth prospects.

WE EMPLOY THIRD-PARTY LICENSED SOFTWARE FORUSE IN OUR BUSINESS, AND THE INABILITY TO MAINTAIN THESE LICENSES, ERRORS IN THE SOFTWARE WE LICENSE OR THE TERMS OF OPEN-SOURCELICENSES COULD RESULT IN INCREASED COSTS OR REDUCED SERVICE LEVELS, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.

Our business relies on certain third-partysoftware obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party softwarein the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currentlylicense, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-partysoftware may require significant work and require substantial investment of our time and resources. Our use of additional or alternativethird-party software would require us to enter into license agreements with third parties, which may not be available on commerciallyreasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these riskscould negatively affect our business.

Additionally, the software powering our technologysystems incorporates software covered by open-source licenses. The terms of many open source licenses have not been interpretedby U.S. courts, and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictionson our ability to operate our systems. In the event that portions of our proprietary software are determined to be subject to anopen source license, we could be required to publicly release the affected portions of our source code or re-engineer all or aportion of our technology systems, each of which could reduce or eliminate the value of our technology systems. Such risk couldbe difficult or impossible to eliminate and could adversely affect our business, financial condition, and results of operations.

WE MAY FACE PARTICULAR PRIVACY, DATA SECURITY,AND DATA PROTECTION RISKS AS WE CONTINUE TO EXPAND INTO EUROPE IN CONNECTION WITH THE GDPR AND OTHER DATA PROTECTION REGULATIONS.

The GDPR applies to the processing of personaldata by our business in the context of our establishments in the European Union. In addition, all portions of our business establishedoutside the European Union may be required to comply with the requirements of the GDPR with respect to the offering of productsor services to individuals in the European Union. The GDPR could also apply to our establishments of business outside the EuropeanUnion if we were to monitor the activities of individuals in the European Union or become established in the European Union. TheGDPR increases the maximum level of fines for the most serious compliance failures to the greater of four percent of annual worldwideturnover or €20,000,000.

We may also be subject to the local privacyand data protection laws of the E.U. Member States in which we offer products or services, which can carry penalties and potentialcriminal sanctions.

The regulatory requirements and restrictionsset out in the GDPR include, among others, the following:

●       The GDPR imposes a number of principles with respect to the processing of personal data, includingrequirements to process personal data lawfully, fairly, and in a transparent manner, to process personal data only to the extentnecessary for the purposes required, maintain the accuracy of personal data, limit the retention of personal data for no longerthan is necessary, and maintain appropriate technical and organizational security measures against unauthorized processing or accidentalloss, destruction, or damage. We are implementing external and internal policies and procedures, technical measures and internaltraining designed to adhere to those principles;

●       In relation to the transparency principle, the GDPR requires us to provide individuals inthe European Union whose personal data we process (“data subjects”) with certain information regarding the processingof their personal data by us, and we have an E.U. privacy policy, which can be found at https://youneeqai.com/privacy-policy/.

●       The GDPR requires us to maintain internal records of our processing activities and to makethose records available to regulators on demand;

●       The GDPR imposes restrictions on the export of personal data to countries outside the EuropeanEconomic Area (“EEA”) to the extent any personal data relating to an individual in the EEA is exported outside theEEA; we are implementing suitable terms for such export as required by the GDPR;

●       The GDPR grants data subjects certain rights, including the right to object to the processingof their personal data by us, to request copies of their personal data from us, to receive information regarding the processingof their personal data and to exercise certain other rights against us in respect of their personal data, and we are implementinginternal policies and procedures designed to address those rights; and

●       The GDPR also places limits on the profiling of individuals, i.e. processing of personaldata to evaluate certain personal aspects, like analyzing or predicting aspects of a person’s economic situation, health,personal preferences, location, etc. Our AI personalization services were built with the GDPR and CCPA requirements in mind andour services are intended to assist clients in complying with GDPR and CCPA requirements. We are continually monitoring for updatesto guidance in this area, however, if subsequent guidance and/or decisions limit our ability to engage in profiling, that may decreaseour operational efficiency and result in an increase to the costs of operating our business.

In respect of these measures, we rely on positionsand interpretations of the law that have yet to be fully tested before the relevant courts and regulators. If a regulator or courtof competent jurisdiction determined that one or more of our compliance efforts does not satisfy the applicable requirements ofthe GDPR, or if any party brought a claim in this regard, there could be potential governmental or regulatory investigations, enforcementactions, regulatory fines, compliance orders, litigation or public statements against us by consumer advocacy groups or others,and that could

cause customers to lose trust in us and damageour reputation. Likewise, a change in guidance could be costly and have an adverse effect on our business.

In addition, Directive 2002/58/EC (as amendedby Directive 2009/136/EC) (together, the “e-Privacy Directive”) governs, among other things, the use of cookies andthe sending of electronic direct marketing within the European Union and, as such, will apply to our marketing activities withinthe European Union. The ePrivacy Directive will be replaced by an E.U. regulation known as the ePrivacy Regulation, which is stillunder development and is expected to replace current national laws that implement the ePrivacy Directive. As agreement of the finaltext of E-Privacy Regulation has been significantly delayed, various E.U. Data Protection Authorities have published guidance clarifyingthat opt-in consent is now required in respect of cookies used for marketing and in most cases analytics (the position on the useof first-party cookies for analytics is not clear). The decline of cookies or other tracking technologies as a means to identifyand target potential purchases may increase the cost of operating our business and lead to a decline in revenues and impair ourability to collect user information. In addition, legal uncertainties about the legality of cookies and other tracking technologiesmay lead to regulatory scrutiny and increase potential civil liability under data protection or consumer protection laws. Any suchchanges may force us to incur substantial costs or require us to change our business practices which could compromise our abilityto pursue our growth strategy effectively and may adversely affect our ability to acquire customers or otherwise harm our business,financial condition and operating results.

Any significant change to applicable laws,regulations, interpretations of laws or regulations, or market practices, regarding the use of personal data, or regarding themanner in which we seek to comply with applicable laws and regulations, could require us to make modifications to our products,services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentiallyhave an adverse impact on our business.

Starting on January 1, 2021 (when thetransitional period following the United Kingdom’s (“UK”) departure from the European Union (“Brexit”)expired), we must also follow the UK GDPR (i.e. the GDPR as implemented into UK law) if we offer services to UK users, monitortheir behavior or are established in the United Kingdom. Failure to comply with the UK GDPR can result in fines up to the greaterof £17 million (approximately $20 million), or 4% of global turnover. The relationship between the United Kingdomand the European Union in relation to certain aspects of data protection law remains unclear, for example, what the role of theInformation Commissioner’s Office will be following the end of the transitional period. In addition, it is likely that documentationwill need to be put in place between UK entities and entities in European member states to ensure adequate safeguards are in placefor data transfers, which may mean that our business incurs additional costs with respect to transfers of personal data betweenthe European Union and the UK. We may find it necessary or advantageous to join industry bodies, or self-regulatory organizations,that impose stricter compliance requirements than those set out in applicable laws, including the GDPR. We may also be bound bycontractual restrictions that prevent us from participating in data processing activities that would otherwise be permissible underapplicable laws, including the GDPR. Such strategic choices may impact our ability to exploit data and may have an adverse impacton our business.

WE MAY BE UNABLE TO PREVENT OR ADDRESS THEMISAPPROPRIATION OF OUR DATA.

From time to time, third parties may misappropriateour data through website scraping, bots or other means and aggregate this data on their websites with data from other companies.In addition, copycat websites may misappropriate data and attempt to imitate our brand or the functionality of our website. Ifwe become aware of such websites or online apps, we intend to employ technological or legal measures in an attempt to halt theiroperations. However, we may be unable to detect all such websites or online apps in a timely manner and, even if we could, technologicaland legal measures may be insufficient to halt their operations. In some cases, particularly in the case of websites or onlineapps operating outside of the United States, our available remedies may not be adequate to protect us against the effect of theoperation of such websites or online apps. Regardless of whether we can successfully enforce our rights against the operators ofthese websites or online apps, any measures that we may take could require us to expend significant financial or other resources,which could harm our business, results of operations or financial condition. In addition, to the extent that such activity createsconfusion among consumers or advertisers, our brand and business could be harmed.

FAILURE TO PROTECT OR ENFORCE OUR INTELLECTUALPROPERTY RIGHTS COULD HARM OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Our success is dependent in part on protectingour intellectual property rights and technology (such as source code, information, data, processes and other forms of information,knowhow and technology). We rely on a combination of copyrights, trademarks, service marks, trade secret laws and contractual restrictionsto establish and protect our intellectual property. However, there are steps that we have not yet taken to protect our intellectualproperty on a global basis. Additionally, the steps that we have already taken to protect our intellectual property may not besufficient or effective. Even if we do detect violations, we may need to engage in litigation to enforce our rights.

While we take precautions designed to protectour intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technologyand use our proprietary brand, content and information to create or enhance competing solutions and services, which could adverselyaffect our competitive position in our rapidly evolving and highly competitive industry. Some license provisions that protect againstunauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain jurisdictionsand foreign countries. We enter into confidentiality and invention assignment agreements with our employees and consultants andenter into confidentiality agreements with our third-party providers and strategic partners. We cannot assure you that these agreementswill be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, theseagreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superiorto our offerings. Such arrangements may limit our ability to protect, maintain, enforce or commercialize such intellectual propertyrights.

We have filed, and may continue in the futureto file, applications to protect certain of our innovations and intellectual property. We do not know whether any of our applicationswill result in the issuance of a patent, trademark or copyright, as applicable, or whether the examination process will requireus to narrow our claims. In addition, we may not receive competitive advantages from the rights granted under our intellectualproperty. Our existing intellectual property, and any intellectual property granted to us or that we otherwise acquire in the future,may be contested, circumvented or invalidated, and we may not be able to prevent third parties from infringing our rights to ourintellectual property. Therefore, the exact effect of the protection of this intellectual property cannot be predicted with certainty.In addition, given the costs, effort, risks and downside of obtaining patent protection, including the requirement to ultimatelydisclose the invention to the public, we may choose not to seek patent protection for certain innovations. Any failure to adequatelyobtain such patent protection, or other intellectual property protection, could later prove to adversely impact our business.

We may be required to spend significant resourcesin order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect.Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to managementand could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual propertyrights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual propertyrights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigationor diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductionsof enhancements to our platform, result in our substituting inferior or more costly technologies into our platform or harm ourreputation or brand. In addition, we may be required to license additional technology from third parties to develop and marketnew offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect ourability to compete.

Although we take measures to protect our intellectualproperty, if we are unable to prevent the unauthorized use or exploitation of our intellectual property, the value of our brand,content, and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methodsof operations, the perception of our business and service to customers and potential customers may become confused, and our abilityto attract customers may be adversely affected. Any inability or failure to protect our intellectual property could adversely impactour business, results of operations and financial condition.

CLAIMS BY OTHERS THAT WE INFRINGED THEIR PROPRIETARYTECHNOLOGY OR OTHER INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR BUSINESS.

Companies in the internet and technology industriesare frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights.In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights theyown, have purchased or otherwise obtained. As we gain an increasingly high public profile, the possibility of intellectual propertyrights claims against us grows. From time to time, third parties may assert claims of infringement of intellectual property rightsagainst us. Although we believe that we have meritorious defenses, there can be no assurance that we will be successful in defendingagainst these allegations or reaching a business resolution that is satisfactory to us. Our competitors and others may now andin the future have significantly larger and more mature patent portfolios than us. In addition, future litigation may involve patentholding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patentsmay therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holdingcompanies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringementby a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distractour management from our business and could require us to cease use of such intellectual property. Furthermore, because of the substantialamount of discovery required in connection with intellectual property litigation, we risk compromising our confidential informationduring this type of litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimantsecuring a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributingour intellectual property, or from operating under our brand, or we may agree to a settlement that prevents us from distributingour offerings or a portion thereof, which could adversely affect our business, results of operations and financial condition.

With respect to any intellectual property rightsclaim, we may have to seek out a license to continue operations found to violate such rights, which may not be available on favorableor commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, andtherefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license toits intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology,which could require significant time (during which we would be unable to continue to offer our affected offerings), effort andexpense and may ultimately not be successful. Any of these events could adversely affect our business, results of operations andfinancial condition.

RISK FACTORS RELATED TO OUR STOCK

WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITYTO OUR INVESTORS.

Cash flows generated from operating activitieswere not enough to support all working capital requirements for the years ended December 31, 2022 and 2021. Financing activitiesdescribed below have helped with working capital and other capital requirements. We incurred ($30,945,319) and ($6,782,803), respectively,in losses, and we used ($599,574) and ($82,941), respectively, in cash for operations for the years ended December 31, 2022 and2021. Cash flows used in investing activities were $0 and $0, respectively, for the years ended December 31, 2022 and December31, 2021. Cash flows from financing activities were $646,379 and $51,338, respectively, for the same periods. These factors causesubstantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financialstatements.

In order for us to continue as a going concern,we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we canacquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able toacquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequatecash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we areunable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

Our sources of capital are loans and salesof equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

WE MAY IN THE FUTURE ISSUE MORE SHARES OF COMMONSTOCK WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.

We may issuefurther shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would,upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be thosenew stockholders and management would control our Company, and persons unknown could replace our management at this time. Suchan occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which couldpresent significant risks to investors.

WE HAVE AUTHORIZED AND DESIGNATED SERIES APREFERRED CONVERTIBLE STOCK.

Series A Preferred Convertible Stock (the “SeriesA Preferred”) of which 3,440 shares of preferred stock have been authorized for the class. Each share of Series A PreferredStock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the officeof the Corporation or any transfer agent for such stock, into 10,000 shares of fully paid and non-assessable Common Stock. At thistime, all shares of the Series A Preferred have been issued to Digital Cavalier Technology Services, Inc.

WE CAN ISSUE FUTURE SERIES OF SHARES OF PREFERREDSTOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Boardof Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stockand to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result ofthe rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stockto prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price inexcess of the prevailing market price.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTSOF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

Presently there is no requirement containedin our Articles of Incorporation, Bylaws, or minutes which require officers and directors of our business to disclose to us businessopportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us todisclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise.Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and directorof another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director.(See “Conflicts of Interest” at page 46).

Mr. Galbraith and Mr. Romano serve as CEO and advisor, respectively, of DigitalCavalier Technology Services Inc., the licensor of YouneeqAI to and the controlling shareholder of the Company. This may giverise to conflicts of interest including, among other things, time, efforts, and corporate opportunity.

None of our Officers and Directors hasany interest in any competitive business to ours or any service provider to our Company, other than in relation to thelicense agreement. The other businesses in which our officers and directors now participate have no relation to our business,do not compete with our business and do not supply services, materials, or technology to our business. We see the primaryconflict as one of necessary time devoted to the Company business and internal controls and procedures for accounting for ourquarterly and annual reports under Section 13(a) of the Securities Exchange Act of 1934, which must be filed timely under thesection and quarterly reviews and annual audits by our auditors which require adequate record keeping.

WE HAVE AGREED TO INDEMNIFICATION OF OFFICERSAND DIRECTORS AS IS PROVIDED BY NEVADA REVISED STATUTES

Nevada Revised Statutes provide for the indemnificationof our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expensesincurred by them in any litigation to which they become a party arising from their association with or activities on our behalf.We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’spromise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification.This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

OUR DIRECTORS’ LIABILITY TO US AND SHAREHOLDERSIS LIMITED.

Nevada Revised Statutes exclude personal liabilityof our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances.Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provisiondoes not affect the liability of any director under federal or applicable state securities laws.

We have no full-time employees which may impedeour ability to carry on our business. Our officers are independent consultants who devote up to 50 hours per week to Company business.The lack of full-time employees may very well prevent the Company’s operations from being efficient, and may impair the businessprogress and growth, which is a risk to any investor.

OUR STOCK PRICES INTHE MARKET MAY BE VOLATILE.

The value of our Commonstock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors,some of which are beyond our control. These factors include:

In addition, the stockmarket in general, and the market for shares of event companies in particular, has experienced price and volume fluctuations thathave often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our commonstock will be subject to such fluctuations.

A LIMITED PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME,AND THERE IS NO ASSURANCE OF A FUTURE MARKET.

There is a limited public market for our commonstock, and no assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his investmentwithout considerable delay, if at all. If a market should continue, the price may be highly volatile. Factors such as those discussedin the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Dueto the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if apurchaser finds a broker willing to affect a transaction in our shares, the combination of brokerage commissions, state transfertaxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit theuse of our shares as collateral for any loans.

OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLYTRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.

The shares of our common stock may bethinly traded. We are a small company which is relatively unknown to stock analysts, stock brokers, institutionalstockholders and others in the investment community that generate or influence sales volume, and that even if we came to theattention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company suchas ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable.As a consequence, there may be periods of several days or more when trading activity in our securities is minimal ornon-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generallysupport continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader ormore active public trading market for our common securities will develop or be sustained, or that any trading levels will besustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares at ornear ask prices or at all if they need money or otherwise desire to liquidate their securities.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRAMAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.

We are a “penny stock” company.None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and ExchangeCommission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons otherthan established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means,in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 orhaving an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactionscovered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’swritten agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in pennystocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market thatmight develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commissionhas adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4,15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “pennystocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affectthe ability of owners of shares to sell our securities in any market that might develop for them because it imposes additionalregulatory burdens on penny stock transactions.

Shareholders should be aware that, accordingto the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud andabuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related tothe promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleadingpress releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projectionsby inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desiredconsequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Althoughwe do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market,management will strive within the confines of practical limitations to prevent the described patterns from being established withrespect to our securities.

Inventory in penny stocks have limited remediesin the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most,if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunction with opening trading accounts.Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedlyat fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedientadjudication, but also provide limited remedies in damages, usually only the actual economic loss in the account. Investors shouldunderstand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and greatlegal expenses and costs to pursue, which may not be economically feasible for small investors.

That absent arbitration agreements, specificlegal remedies available to investors of penny stocks include the following:

If a penny stock is sold to the investor inviolation of the requirements listed above, or other federal or state securities laws, the investor may be able to cancel the purchaseand receive a refund of the investment.

If a penny stock is sold to the investor ina fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

The fact that we are a penny stock companywill cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or resultin wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at whichthey may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidityissues.

WE WILL PAY NO DIVIDENDS IN THE FORESEEABLEFUTURE.

We have not paid dividends on our common stockand do not anticipate paying such dividends in the foreseeable future.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVEEFFECT ON OUR STOCK PRICE.

All of the outstanding shares of common stockheld by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaningof Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to aneffective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under theAct and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restrictedsecurities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares thatdoes not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during thefour calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliateafter the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemptionfrom the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may havea depressive effect upon the price of the common stock in any market that may develop.

ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANTAMOUNTS, ARE LIKELY TO DEPRESS THE FUTURE MARKET PRICE OF OUR SECURITIES.

Assuming all of the shares of common stockheld by the selling security holders registered hereby are sold, we would have 35,814,742 new shares that are freely tradable andtherefor available for sale, in market or private transactions.

Unrestricted sales of 35,814,742 shares ofstock by our selling stockholders could have a huge negative impact on our share price, and the market for our shares.

OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTIONDUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to our stockholdersas a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

ANY NEW POTENTIAL INVESTORS WILL SUFFER A DISPROPORTIONATERISK AND THERE WILL BE IMMEDIATE DILUTION OF EXISTING INVESTOR’S INVESTMENTS.

Our present shareholders have acquired theirsecurities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdingsor at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

COVID-19 EFFECTS ON THE ECONOMY MAY NEGATIVELY AFFECT OUR COMPANYBUSINESS.

In December 2019, COVID-19 emerged and hassubsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state and localgovernments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings,stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic is complex and rapidlyevolving, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impacton our business, results of operations, financial position and cash flows.

The threat of a recession, inflation, and othereconomic impacts may reduces the potential client base on which we rely.

(See expanded COVID-19 impact discussion under“Ongoing Assessment of the Impact of COVID-19” – Operations, Liquidity, and Capital Resources on page 36).

WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUTSHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Boardof Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stockand to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result ofthe rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stockto prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price inexcess of the prevailing market price.

WE WILL BECOME A REPORTING COMPANY UPON THEEFFECTIVENESS OF THIS REGISTRATION STATEMENT.

We will become subject to the reporting requirementsunder the Securities and Exchange Act of 1934, Section 13a, after the effectiveness of this offering, pursuant to Section 15d ofthe Securities Act and we intend to be registered under Section 12(g). As a result, shareholders will have access to the informationrequired to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we willbe subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generateoperating income.

ITEM 4. USE OF PROCEEDS

We will not receive any proceeds from the saleof the shares being registered on behalf of our selling shareholders.

We may raise additional funds through a placementof shares of our common stock. At this time, there is no committed source for such funds, and we cannot give any assurances ofbeing able to raise such funds. We will require additional funds to carry out our business plan. The availability and terms ofany future financing will depend on market and other conditions.

The monies we have raised thus far from privateplacements to our current shareholders as reflected in the attached financial statements is anticipated to be sufficient to payall expenses of this registration statement, which is estimated to be $90,000.

ITEM 5. DETERMINATION OF OFFERING PRICE

Our selling shareholders plan to sell commonshares at market prices for so long as our Company is quoted on OTC Pink and as the market may dictate from time to time. Thereis a limited market for the common stock, which has been trading on the OTC Pink (“YQAI”) at an average of $0.25 pershare in the past 5 trading days as of May 8, 2023.

Due to the OTC Pink approval for our commonstock, our security holders may sell their securities at market prices or at any price in privately negotiated transactions.

As of May 8, 2023, there were 52,609,106 sharesof common stock issued and outstanding.

The market share price likely bears no relationshipto any criteria of goodwill value, asset value, market price or any other measure of value.

ITEM 6. DILUTION

The following table sets forth with respectto existing shares being offered and under this registration, the number of our shares of common stock offered by shareholders,the percentage ownership of such shares, and net tangible book value per share. All percentages are computed based upon cumulativeshares and consideration assuming sale of all shares in the line item.

__________

The common stock to be sold by the sellingshareholders as provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly,there will be no dilution to our existing shareholders.

“Net tangible book value” is theamount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occursbecause we determined the offering price based on factors other than those used in computing book value of our stock. Dilutionexists because the net tangible book value of shares held by existing stockholders is lower than the offering price offered toresale investors.

As of December 31, 2022 and December 31, 2021,the net tangible book value of our stock was $(0.03) and $(0.09) per share, respectively.

ITEM 7. SELLING SECURITY HOLDERS

The common shares being offered for a) resaleby the selling security holders and consist of 35,814,742 shares of our common stock (including 4,460,000 shares being distributed)and b) distribution by Brookdale Consulting LLC to its interest holders.

The selling shareholders obtained their sharesof our stock in the following transactions:

Other than the stock transactions discussedabove, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executiveofficer, significant shareholder of our company or any member of the immediate family of any of the foregoing had or is to havea direct or indirect material interest.

No person who may, in the future, be considereda promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those personswho are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us.We have not entered into any agreements that require disclosure to the shareholders.

____________

(b) The table below shows the person with votingcontrol for the entities listed in (a) above. 

________

*Brookdale Consulting LLC intends to distribute shares to its membersin kind upon effectiveness of the registration statement.

ITEM 8. PLAN OF DISTRIBUTION

Upon effectiveness of this registration statement,of which this prospectus is a part, our security holders may sell their securities at market prices or at any price in privatelynegotiated transactions, and shareholder Brookdale Consulting LLC may distribute shares to members in kind.

Our selling shareholders may be deemed underwritersin this offering.

The selling shareholders are not paying anyof the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders.

ITEM 9. DESCRIPTION OF SECURITIES

The securities being registered and/or offeredby this Prospectus are common shares.

Common Stock

The Companyis presently authorized to issue two hundred million (200,000,000) shares of its $0.001 par value common shares. A total of 52,609,106common shares are issued and outstanding as of April 30, 2023 .At December 31, 2022 and 2021, there were a total of 28,129,808 and 24,129,808 shares of common stock issued and outstanding,respectively.

All shares, when issued, will be fully paidand non-assessable. All shares are equal to each other with respect to voting, liquidation, and dividend rights. Special Stockholders'meetings may be called by the Officers or Directors, or upon the request of holders of at least one-fifth (1/5th) of the outstandingshares. Holders of shares are entitled to one vote at any Stockholders' meeting for each share they own as of the record date setby the Board of Directors. There is no quorum requirement for Stockholders’ meetings. Therefore, a vote of the majority ofthe shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holdersof shares are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore,and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to Stockholders.There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made tothe Company's Articles of Incorporation and its By-Laws as well as to the applicable statutes of the State of Nevada for a morecomplete description of the rights and liabilities of holders of shares. It should be noted that the Board of Directors withoutnotice to the Stockholders may amend the By-Laws. The shares of the Company do not have cumulative voting rights, which mean thatthe holders of more than fifty percent (50%) of the shares voting for election of Directors may elect all the Directors if theychoose to do so. In such event, the

holders of the remaining shares aggregatingless than fifty percent (50%) of the shares voting for election of Directors may not be able to elect any Director.

Preferred Stock

The Company is presently authorized to issueTen Million (10,000,000) shares of its $0.001 par value Preferred Stock. A total of 3,440 shares are designated Series A Preferredshares and as of April 30, 2023 1,155 are issued and outstanding.

Series A PreferredStock

The Certificate of Incorporation of the Companyauthorizes the issuance of up to ten million (10,000,000) shares of Preferred Stock, $0.001 par value per share (herein, “PreferredStock” or “Preferred Shares”), and expressly vests in the Board of Directors of the Company the authority providedtherein to issue any or all of the Preferred Shares in one (1) or more Class or classes and by resolution or resolutions to establishthe designation and number and to fix the relative rights and preferences of each Class to be issued. The Board authorized ThreeThousand Four Hundred Forty (3,440) of the Ten Million (10,000,000) authorized shares of Preferred Stock of the Company to be designatedSeries A Preferred Convertible Stock, $0.001 par value per share (herein, “Series A Preferred” or “Series A PreferredConvertible Stock”), and shall possess the rights and preferences set forth below:

The total number of shares of Series A PreferredStock the Corporation shall have the authority to issue is 3,440, with a stated par value of $0.001 per share. The designations,powers, preferences, rights and restrictions granted or imposed upon the Series A Preferred Stock and holders thereof are as follows:

i) Liquidation Preference.

(1) In the eventof a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Series A Preferred Stockshall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, anamount equal to the stated par value less the aggregate amount of all prior distributions to its Preferred Shareholders made toholders of all classes of Preferred Shares, plus any accrued previously declared but unpaid dividends (the amount so determinedbeing hereinafter referred to as the “Liquidation Preference”). No distribution shall be made to the holders of theCommon Shares upon liquidation, dissolution, or winding up until after the full amount of the Liquidation Preference has been distributedor provided to the holders of the Preferred Shares.

(2) If, uponsuch liquidation, dissolution or winding up the assets thus distributed among the Preferred Shareholders shall be insufficientto permit payment to such shareholders of the full amount of the Liquidation Preference, the entire assets of the Corporation shallbe distributed ratably among the holders of all classes of Preferred Shares.

(3) In the eventof any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, when the Corporation has completed distributionof the full Liquidating Preference to the holders of the Series A Preferred Stock, the Series A Preferred Stock shall be consideredto have been redeemed, and thereafter, the remaining assets of the Corporation shall be paid in equal amounts on all outstandingshares of Common Stock.

(4) A consolidationor merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assetsof the Corporation shall not be deemed a liquidation, dissolution or winding up within the meaning of this subsection.

ii) Conversion Rights.

(1) Rightto Convert. Subject to subparagraphs (3)-(5) below, each share of Series A Preferred Stock shall be convertible, at the optionof the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agentfor such stock, into 10,000 shares of fully paid and non-assessable Common Stock (the “Conversion Rate”).

(2) Mechanicsof Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock,he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transferagent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, ofthe election to convert the same and shall state therein the name or names in which the certificate or certificates for sharesof Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office tosuch holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the numberof shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been madeimmediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be convertedand the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for allpurposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection withan underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holdertendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securitiespursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A PreferredStock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale ofsecurities.

(3) Split,Subdivision and Distribution Adjustments. In the event the Corporation should at any time or from time to time after the DistributionDate fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determinationof holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock orother securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional sharesof Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by suchholder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stockissuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split orsubdivision if no record date is fixed), the applicable Conversion Rate of the Series A Preferred Stock shall be appropriatelyadjusted so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall beincreased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable withrespect to such Common Stock Equivalents.

(4) CombinationAdjustments. If the number of shares of Common Stock outstanding at any time after the Distribution Date is decreased by acombination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Ratefor the Series A Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversionof each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(5) Recapitalizations.If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combinationor merger or sale of assets transaction provided for elsewhere in this Section 6) provision shall be made so that the holders ofthe Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the numberof shares of stock or other securities or property of the Company or otherwise, to which a holder of the number of shares of CommonStock deliverable upon conversion of the Series A Preferred Stock would have been entitled on such recapitalization. In any suchcase, appropriate adjustment shall be made in the application of the provisions of this subsection (ii) with respect to the rightsof the holders of the Series A Preferred Stock after the recapitalization to the end that the provisions of this subsection (includingadjustment of the Conversion Rate then in effect and the number of shares issuable upon conversion of the Series A Preferred Stock) shall be applicable after that event.

(6) No Impairment.The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transferof assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoidthe observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all timesin good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be

necessary or appropriate in orderto protect the Conversion Rights of the holders of Series A Preferred Stock against impairment.

(7) Reservationof Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized butunissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock,such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstandingshares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not besufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remediesas shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, inthe opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of sharesas shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholderapproval of any necessary amendment to the Corporation’s Articles of Incorporation.

iii) Voting Rights.

(1) Voting.With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shallbe entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by suchholder times 10,000. The Company shall not, without the affirmative vote or written consent of the holders of at least a majorityof the outstanding Series A Preferred Stock (i) authorize or create any additional class or series of stock ranking prior to oron a parity with the Series A Preferred Stock as to the dividends or the distribution of assets upon liquidation, or (ii) changeany of the rights, privileges or preferences of the Series A Preferred Stock.

(2) ClassVote. Except as otherwise required by law or by this section holders of the Corporation's Common Stock and Series A PreferredStock shall vote as a single class on all matters submitted to the stockholders. 

Transfer Agent

The transfer agent and registrar for our commonstock is Pacific Stock Transfer. The transfer agent’s address is 6725 Via Austi Pkwy #300, Las Vegas, NV 89119, and its telephonenumber is (702) 361-3033.

ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL

Exceptas set forth at the end of this paragraph, no expert or counsel named in this prospectus as having prepared or certified any partof this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal mattersin connection with the registration or offering of the Common Stock was employed on a contingency basis or had, or is to receive,in connection with the offering, a substantial interest, directly or indirectly, in the Registrant or any of its parents or subsidiaries.Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principalunderwriter, voting trustee, Director, officer, or employee.

ITEM 11. INFORMATION WITH RESPECT TO THEREGISTRANT

DESCRIPTIONOF BUSINESS

BUSINESS SUMMARY

This prospectus contains various forward-lookingstatements that are based on our beliefs as well as assumptions made by and information currently available to us. When used inthis prospectus, the words "believe," "expect," "anticipate," "estimate," and similar expressionsare intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities,payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could causeactual results to differ materially from projections or estimates. Factors which could cause actual results to differ materiallyare discussed at length under the heading "Risk

Factors". Should one or more of the enumeratedrisks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from thoseanticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speakonly as of the date made.

In this prospectus, unless the contextrequires otherwise, references to “we,” “our,” or “us,” “Company,” “YouneeqAI,”or “YQAI” refer to YouneeqAI Technical Services, Inc.

Company Overview

The Company was founded as a Nevada corporationin 2007 as Ocean Energy, Inc. The business was formed for the purpose of producing and distributing Ocean Power Converters (OPC)supplying seashore consumers. This innovative, patent-pending technology was the result of 15 years of development of the Wincrantsrotor. Nine prototypes of OPC were manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands,by the University of the South Pacific. This venture failed.

In a reverse merger the Company then acquireda People's Republic of China (the "PRC") based cement producer in accordance with a Share Exchange Agreement dated February21, 2011 ("Exchange Agreement") made by and among Sino Cement, Inc., ("Sino") a Nevada corporation, ValentynaStupenko, Tiger Fair Limited ("Tiger Fair"), a Hong Kong corporation and King Harbour International Limited ("KingHarbour"), a company incorporated in the British Virgin Islands. King Harbour was incorporated in the British Virgin Islandson January 2, 2009. Tiger Fair was incorporated in the Hong Kong on March 30, 2009. Tiger Fair is a wholly-owned subsidiary ofKing Harbour. King Harbour, through Tiger Fair directly controls Shaanxi Shehui Cement Co., Ltd. ("Shehui Cement"), acement producer in the PRC. The close of the Share Exchange transaction (the "Closing") took place on February 21, 2011(the "Closing Date"). On the Closing Date, pursuant to the terms of the Exchange Agreement, Sino acquired all of theoutstanding capital stock and ownership interests of Tiger Fair Limited (the "Interests") from King Harbour and theytransferred and contributed all of their Interests to us. In exchange, Sino issued to the Tiger Fair shareholders 14,250,000 sharesof our common stock. Shehui Cement was incorporated in the PRC on January 17, 2001. Shehui Cement was the Chinese operating companysubsidiary and was in the business of producing cement in Shaanxi province in the PRC, and is used primarily in the constructionof infrastructure projects such as highways, bridges, railways and roads, as well as residential buildings. Shehui Cement was awholly owned subsidiary. Concurrently, the name of Sino was changed to Nevis Capital Corporation. This business failed and theCompany was abandoned.

ASC Biosciences, Inc. (“ASC”) acquiredNevis Capital Corporation (“Nevis”) by Order of the Second District Court of Nevada on February 27, 2017. ASC was awardeda controlling stock ownership of Nevis.

The court appointed a receiver during the periodfrom June 16, 2016 through February 27, 2017. All assets and liabilities of Nevis were disposed of by the receivers of or liquidatedfor the benefit of the company’s creditors in the ensuing month prior to the date of acquisitions by ASC.

After the date of ASC’s acquisition,the name of the company was changed to ASC Biosciences, Inc., and a reverse split of the common stock was effected replacing each2000 shares of stock with 1 share of new common stock. This venture for the company failed in 2018.

Effective as of December 27, 2018, ASC Biosciences,Inc. acquired H.E.M.P Group LLC, a Colorado limited liability company doing business as H.E.M.P. Consulting Group LLC (“HEMPConsulting”), and LTC Farms LLC, a Colorado limited liability company (“LTC Farms,” together with HEMP Consultingcollectively the “Target Companies” by an Agreement for Share Exchange (the “2018 Share Exchange Agreement”),pursuant to which the following would occur: (i) The Company would acquire all of the outstanding membership interests in the TargetCompanies and the Target Companies would become the wholly owned subsidiaries of the Company (the “2018 Share Exchange”);(ii) The Target Companies would pay the Company or its assignees $183,333.00; (iii) The Company would issue the owners of the TargetCompanies (the “2018 New Shareholders”) 13,944,792 shares of Company common stock; (iv) An equivalent number of outstandingshares of Company common stock (13,944,792 shares) would be cancelled; (v) The Company’s officers and directors prior toclosing would resign; and (vi) Designees of the Target Companies would be appointed as officers and directors of the Company. Effectiveas of December 28, 2018, (i) the 2018 Share Exchange closed; (ii) the Target Companies became wholly owned subsidiaries of Company;(iii) Neville Pearson, Howard Letovsky and C.W. Gilluly resigned as officers and directors of the Company; (iv) S. Mark Spoonewas

appointed as President, CEO and a directorthe Company, John Yoo Lee was appointed as a director of the Company, Jiun Haw Chang was appointed as a director the Company, andNeville Pearson was appointed as interim CFO of the Company; and (v) the cash consideration was paid by the Target Companies tothe Company and distributed as follows: $25,000 was paid to Neville Pearson, $16,666.67 was paid to C.W. Gilluly, $16,666.67 waspaid to Financial Logistics LLC, and $125,000 was paid to Mac Feegle Holdings, Inc. On or about January 4, 2019, the canceled shareswere canceled, and the Company issued the Shares to the following shareholders as follows: 6,135,708 were issued to John Yoo Lee,6,135,708 shares were issued to Jiun Haw Chang, and 1,673,376 shares were issued to S. Mark Spoone. Accordingly, immediately priorthe 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were considered outstanding, and immediately followingthe 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were still considered outstanding. The Company’smission was to become a broadly integrated “seed-to-sale” hemp operation that starts on the farm and delivers to thetabletop.

The name was changed to American Hemp Ventures,Inc. on January 15, 2019.

On March 25, 2021, the Company entered intoassignment agreements to transfer its ownership in Hemp Group, LTC Farms, and AMHV Wellness to an entity controlled by the officersand directors of the Company. On September 1, 2021, the Company and the counterparties entered into rescission agreements rescindingthe original assignment agreements ab initio, effective as of March 25, 2021. On March 25, 2021, the Company entered into a Non-ExclusivePatent License Agreement (the “2021 License Agreement”) with Alpha Modus, Corp. (“Alpha Modus”). The Agreementprovided for the Company to license for use certain patents and patent applications held by Alpha Modus for commercialization,and the Company agreed to issue 78,390,770 shares of its restricted common stock as an initial royalty payment to Alpha Modus.On July 14, 2021, the 2021 License Agreement was rescinded by the parties, and as part of the recission, the 78,390,770 sharesissued to Alpha Modus were returned to Company and were canceled.

The Company was delinquent in its Nevada filingsseveral times in each instance it reinstated in Nevada by filing the required documents.

On February 11, 2022, the Company approvedthe Acquisition Agreement and License Agreement (with an effective date of February 9, 2022) for the issuance of 30,000,000 commonshares to Digital Cavalier Technology Services, Inc., a Canadian corporation (Agreement attached hereto as Exhibit 10.1). Afterthis was presented to the accountants, they determined that there were valuation and accounting issues with this arrangement andafter research and consultations, determined that issuance of Preferred stock was a better alternative. Accordingly, on May 4,2022, the parties to the License Agreement adopted an amendment to the equity arrangement under the License Agreement and the AcquisitionAgreement which provided for the issuance of 3,000 shares of Series A Preferred Stock, instead of 30,000,000 shares of common stock(attached hereto as Exhibit 10.2). After that had been agreed, upon review of the Series A preferred Certificate of Designationit was discovered that it only authorized 1,000 shares of Series A and did not contain the ratio of conversion rights which hadbeen agreed to between the parties in the May 4, 2022 amendment. So, during the next several months, the parties negotiated anddrafted an Amended and Restated Certificate of Designation for the Series A preferred shares which was recorded with the Secretaryof State in Nevada in August 2022 (Certificate of Designation attached hereto as Exhibit 4.1). The parties extended the LicenseAgreement by amendment on February 6, 2023 for an additional twenty four (24) months (attached hereto as Exhibit 10.3).

The Acquisition Agreement and License Agreementwith Digital Cavalier Technology Services, Inc. allows for the Company to license, market and sell the technology of Digital CavalierTechnology Services, Inc. Digital Cavalier Technology Services, Inc. is licensing its AI Personalization engine software as a service(SaaS) products and services, for e-commerce, content marketing, digital publishing, and other industries where a relevant customerexperience is necessary.

The Company changed its name to YouneeqAI TechnicalServices, Inc. effective October 15, 2022.

Current Business

Our current business relies exclusively on the license with DigitalCavalier Technology Services, Inc., as our previous lines of business are no longer part of the Company.

AI Based Technology Overview

YouneeqAI Technical Services, Inc. is a SaaS-basedcompany with a cookieless personalization solution that is easily deployable across multiple cloud hosting platforms, currentlyutilizes Amazon Web Services (AWS) cloud services, and delivers at scale. YouneeqAI is a cookieless artificial intelligence (AI)based ecommerce product customization and recommendation platform that automatically improves the customer experience without theneed for CRM data, complex journeys, or even cookies. As privacy and data protection is leading to less cookies and visitor tracking,the marketing audience of ecommerce sites may become anonymous. YouneeqAI attempts to solve this problem with AI-powered ecommercepersonalization and recommendations for Shopify and other platforms. YouneeqAI is able to scale to the needs of high-traffic websites,such as e-commerce and online media. YouneeqAI’s AI-based technology captures and analyzes both website visitor behaviorhistorically and in real-time.

YouneeqAI aggregates profiles and other relatedbehavioral data, while continuously scanning and analyzing website content, including e-commerce products, offers, media, and searchhistory. YouneeqAI utilizes proprietary machine learning algorithms to provide both content and product personalization and recommendations,thereby delivering real-time personalization and unique user experiences. YouneeqAI’s customers with actionable, real-timeinsights to drive engagement and personalization, either through a modular dashboard or as part of a customer-managed user interface.

Over four years have gone into the development,testing, and proof of concept of the platform. YouneeqAI has worked on hundreds of content and e-commerce websites to develop andtrain sophisticated algorithms.

YouneeqAI incorporates the needs of customersto comply with global consumer protection laws such as GDPR and CCPA.

Cookieless

Third party cookies are being phased out byGoogle and other web-browsers, opening new market opportunities for YouneeqAI. YouneeqAI is one of few cookieless AI personalizationengines in the market today.

Digital marketers have come to rely on cookiesto target consumers with relevant web-based advertisements. The lack of cookie-based tracking and less clarity surrounding onlineconsumer behaviors will make it more difficult to validate digital marketing campaign effectiveness. YouneeqAI brings more clarityto consumer behaviors and increases campaign effectiveness through its cookieless approach.

The loss of third-party cookie data makes itmore difficult to deliver relevant offers to consumers based on their current interests or intentions. YouneeqAI will deliver effective,relevant offers to consumers. YouneeqAI has been operating cookieless since 2014, providing years of experience for our cold startalgorithms to build intelligence when it comes to cookieless personalization.

Solving the Anonymous Gap

On average, 95-97% of website visitors areanonymous in that they are unknown to the website owner, making anonymous visitors the biggest digital marketing audience. However,often the majority of budget and resources are focused on user acquisition and known visitors. Anonymous visitors make it difficultto provide the right product suggestions and to personalize the buying experience. YouneeqAI focuses on converting anonymous usersto known users. User engagement is a critical indicator of customer experience (“CX”) and the single biggest driverof conversions and revenue.

YouneeqAI’s recommendations are specificto each user and include product suggestions, product ads, and educational videos to help customers buy what they want.

Retail Overview

YouneeqAI will help retailers to better engagetheir customers both online and in the store. YouneeqAI uses our proprietary Artificial Intelligence (AI) engine to deliver personalizedaudio and video content online and in the store to educate customers about products and help them quickly find the products theywant. YouneeqAI can be installed as a stand-alone solution or integrated with the retailers’ e-commerce and point-of-salesystem to deliver personalized product details while customers are shopping online or in the store, with the intention that thepersonalized information will increase sales for retailers and for the brands they sell.

YouneeqAI extends the use of the AI engineto the in-store experience in a totally unique way. The YouneeqAI solution includes live streaming of music, audio ads, audio messagingas well as video ads and messaging.

YouneeqAI in the store

As customers check in at the store to eitherpick up their online purchase or to buy in the store, the YouneeqAI engine uses the customer’s personal demographic data,along with any information already stored in the dispensary’s point-of-sale system (POS) to further refine the product suggestions,provide product education and promotional data.

In the store, YouneeqAI can easily play music,display images, videos, slideshows, URLs, social media, and more on any number of screens or speakers. With easy plug and playinstallation, YouneeqAI can be installed in the store quickly. The clients have real-time control to implement YouneeqAI on anydigital signage, any time by uploading or linking content, dragging it into a desired playback order, and easily setting contentdurations and expiration dates. The YouneeqAI Dashboard puts clients in control where they can centrally manage and monitor allaspects of digital signage in real-time, from anywhere in the world, and where they can instantly create, preview, and publishcontent to any number of screens and locations.

Scheduling & Automation

YouneeqAI enables clients to play the rightcontent, on the right screen, at the right time by easily scheduling by the time of day, day of the week, and date range, and byusing smart orientation control to ensure content is oriented and displaying properly on the device. Offering centralized control,YouneeqAI can instantly deliver content to all screens or to select groups, locations, zones, or tags for precise targeting, andlive previews enable clients to experience the content firsthand as it appears on-site. Through the dashboard, YouneeqAI clientshave instant visibility, insights, and alerts across their network.

Once installed, YouneeqAI is safe from internetoutages, as the content is always onboard and on-screen. Using commercial-grade hardware and industry-leading security, YouneeqAIis designed to be reliable and secure for the long run, is intended to not bog down the client’s network, fits easily intothe stack, and only uses bandwidth when necessary. The clients can manage who has access and where and what they can do —with unlimited users, role-optimized views, activity logs, and SSO.

By learning the preferences of managers andguests, YouneeqAI continually improves the quality of media displays, background music, videos, slideshows, and more, improvingthe overall customer experience.

Revenue & Sales Plan

We will focus on mid-market companies thattraditionally have been overlooked by the major personalization engines. By targeting mid-market companies in specific industries- industries that need personalization and are buying personalization solutions - we are seeing great traction by providing themwith ease of access within their current resource capabilities. We will achieve our sales objectives by following the three belowsteps in order.:

1. Direct Sales: Annual licenses, monthly billing, and tiered pricingfor direct sales customers. Client monthly recurring revenue.
2. Independent Software Vendors & Partners: Annual licenseswith monthly billing. Independent software vendors (“ISV”) look after sales and marketing to their customer base withYouneeq supporting the technology.
3. Ecommerce Plugins: Monthly billing, utilize customer feedbackand data to help scale direct sales and ISV efforts.

Youneeqai’s Target Markets

We are currently focused on the U.S and Canadianmarkets and may expand to the Americas and Europe when and if funding supports expansion. To gain customers, we must identify thecompanies that want to, or must, increase their sophistication around customer experience to stay competitive and grow. We thenintend to make outbound sales calls, cold call, produce digital marketing campaigns, use content marketing, blogging, automatedmarketing, testimonials, Search Engine Optimization (SEO), and Search Engine Marketing (SEM) to attract and secure new clientsfor YouneeqAI.

Verticals Within our Target Markets:

Sales And Marketing Plan

Based on our challenges to create a clear demandgeneration model to scale within the AI Personalization software space, we believe the following improvements to our sales andmarketing processes will help the business lay the foundation necessary to achieve repeatable growth moving forward.

Youneeq must meticulously measure our overallcustomer acquisition cost (CAC) to generate new clients, including the spend and assets that contributed to those acquisitions.

Case studies will be essential for craftingeffective sales-enablement content to strengthen Youneeq’s value proposition. Case studies are valuable tools to establishbrand credibility by showing prospects at similar types of organizations how they may benefit from Youneeq’s expertise. Moreover,we aim to improve existing content, which can be used to communicate the brand’s value, establish trust with prospects, andaccelerate the organization’s sales process. These pieces of content include the “Cookie Apocalypse”, “QuickFacts”, the “Youneeq Set up Guide”, and the “Youneeq Technical Overview.”

In addition to developing case studies, aswell as white papers, eBooks, blogs, or webinars as materials to drive the brand’s organic traffic, pillar content will beparticularly helpful in providing relevant topics to the company’s target audience. Given the length of pillar content, Youneeqwill also benefit from decreased bounce rates, continued traffic thanks to its evergreen status, and improved search results, giventhe high word count and distribution potential of these valuable assets.

Youneeq will establish a content strategy thatwill educate prospects about the brand’s unique value proposition. Youneeq will produce written copy and supporting visualsfor content development as needed.

To accelerate Youneeq’s sales efforts,Youneeq will implement an account-based strategy through outbound channels. The strategy adopts common practices used in account-basedsales models to organize and prioritize records within the client’s customer relationship management (CRM) environment andavailable databases, first by identifying a relatively narrow set of high-value targets (HVTs), and then by creating subsets ofthose HVTs based on narrower criteria.

Youneeq’s TAPs Program

We will utilize the Target Account PenetrationStrategy to execute outbound prospecting throughout the course of the engagement with Youneeq. After the initial phase of cohortclassification is completed, execution begins, where sales reps conduct outreach to move targets forward. As representatives gainintelligence on prospects and determine strategies that yield results, they will develop more highly-customized outreach for targetaccounts.

As assumptions are tested and the market respondsto outbound sales efforts, tiers will be redefined and reprioritized to ensure that Tier 1 are the best targets based on discoveredvariables. The Target Account Penetration Strategy is fueled by findings; as the team uncovers more information while working throughaccounts, the population of HVTs or definitions of cohorts may change. We strive to maintain a dialogue around findings so thatwe can earn approval, pivot quickly, and continue to maximize desired results.

Outbound Warm-Up Period

Priorto launching a fully-scaled TAPS program, Youneeq will require a “warm-up” phase during the early stages of a pilotengagement with Youneeq. Youneeq’s warm-up process refers to deploying intentionally lower amounts of outbound outreachto warm up emails, receive feedback from recipients, and generate a baseline understanding of what to expect from connect- andopen-rate perspectives so that the account team can use these findings to make proactive decisions on the account before launchingscaled outreach.

Thismethod is the antithesis of high-volume outreach but has been established as a best practice to ensure that before we start firingat scale, we are at least aiming in the right direction. Additionally, since the Youneeq team will be creating new Youneeq emailaddresses for sales representatives, we want to avoid the risk of appearing suspicious by immediately starting to mass-send emailsfrom an alias that has never received any type of correspondence. By executing a lower amount of sends and subscribing to industry-specificnewsletters and publications to generate some healthy inbound email flow, Youneeq decreases the risk of email activity being seenas suspicious by email service providers, ensuring that prospects will continue to receive messaging that is not blocked or sentto spam folders.

Throughthis process, Youneeq will reach out to prospects to conduct intelligence on their Youneeq solution. This will form the basisof helping to solve the eventual sales “Rubik’s Cube” and use our learnings to mold campaigns into a repeatablebusiness model to increase Youneeq’s market penetration throughout core verticals.

ForYouneeq to reach the company’s future growth stages, particularly by utilizing outbound prospecting, the organization willrequire more sales personnel to conduct sales activity at different account cohorts. Youneeq has internal and external optionsto consider to support this objective:1) hire an internal sales team to generate new sales opportunities and expand the clientbase, or 2) partner with an outsourced sales provider to implement a sales program and launch outbound campaigns. We currentlyplan to select an outsourced sales partner who actively manages their sales assets, so that Youneeq stakeholders can focus lesson sales management and more on other demand-generation efforts. At the same time, those executives would maintain full visibilityinto the data and be able to better understand how outbound-sourced leads progress through their funnel as opposed to those thathave been engaged via marketing. If Youneeq were to partner with an outsourced sales provider that tracks time, the organizationwould also have access to time-driven data points such as “Time to SAL” in a particular channel. With these metricsin mind, Youneeq stakeholders can optimize their team’s time-spend to improve the company’s sales results.

Regardlessof which option the business pursues, the company will require additional sales assets to help sell Youneeq’s solution todifferent client tiers that are ideal fits for the brand’s value proposition.

Developa Repeatable Sales Process and Closed-Loop Feedback

As Youneeq incorporatesdifferent demand-generation channels and team members into the fold to scale the business moving forward, the Company’ssales process must be repeatable and keep the team members updated as deals progress through the funnel. Youneeq will templatizethe sales process to maximize activity, drive above-average conversion rates, and keep all team members updated on potential dealstages.

Our executive offices are located at 2700Youngfield St., Suite 100, Lakewood, CO 80215 and the telephone number is (303) 918-7595. We maintain a website at www.youneeqai.com,and such website is not incorporated into or a part of this filing.

Below is an overview of YouneeqAI TechnicalServices, Inc. corporate structure.

CORPORATE ORGANIZATION CHART

If we are unable to generate enough revenueto cover our operational costs beginning the first quarter of 2023, we will need to seek additional sources of funds. Currently,we have no committed source for any funds as of date hereof.  No representation is made that any funds willbe available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our businessplan and could fail in business as a result of these uncertainties.

The independent registered public accountingfirm’s report on our financial statements as of December 31, 2022, includes a “going concern” explanatory paragraphthat describes substantial doubt about our ability to continue as a going concern.

Liquidity and Capital Resource Needs & Plan ofOperations

TheCompany currently has approximately $1,870   incash as of May 1, 2023 for operations. Its capital resource is its common and preferred stock. We believe the cash is sufficientto conduct limited operations for one months. The Company intends to find alternate sources of funding, including but not limitedto furthering the existing Line of Credit with Thomas Yang, or seeking other debt or equity financing as may be necessary. TheCompany anticipates that it will have commitments for convertible debt financing within the next three months.

COVID-19

In December 2019, COVID-19 emergedand has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state andlocal governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings,stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic was complex and rapidlyevolving, the Company has learned that plans as described above may change due to unforeseen circumstances. Although this pandemicmay have slowed our business plans, at this point, we do not expect that COVID-19 had or will continue to have any material adverseimpact on our business, results of operations, financial position and cash flows.

INDUSTRY ANALYSIS AND HISTORY

Barriers to Entry in the Software Industry

There is one major barrier to entry into theSoftware Industry which is capital. We have very limited capital with which to compete in this industry. Many other competitorshave been in the business for many years and have very large capital resources and an established reputation. Our barriers to entryare, in addition to lack of capital, lack of reputation, lack of recognition, part-time management, lack of financial history toraise money, and lack of equity in our Company upon which to base a capital raise.

Competitive Factors Impacting Our Abilityto Gain Market Share

Our competition enjoys advantages which mayprevent us from achieving a market share due to our competitors’ known reputations, competent management, and capital resourcesall of which will impede our abilities to achieve market share.

Competitive Factors in the Industry

When analyzing competitors, we examined someof the brands mentioned during the audit session that compete against Youneeq. In addition to these organizations, company stakeholdersshould be cognizant of how other businesses may show up in the same “search ecosystem” as Youneeq. When Internet userssearch for a keyword using a search engine like Google or Bing, the search engine will populate a number of the most relevant webpageresults on its search engine results pages (SERPs). Websites make their way onto the list of results by featuring a combinationof written text (containing keywords), correctly labeled images, and a number of unseen variables that are related to the user’soriginal inquiry. For example, the SERPs for a keyword like “Canadian Technology Accelerator,” one of Youneeq’stop organic keywords, Google will show ranked pages based on the search engine’s interpretation of the content’s relevancy.Pages that are ranked higher appear closer to the top of the list in an effort to help the user find what they’re searchingfor. Our competitors include Lead Forensics, Plausible, and Pure Clarity, along with larger, established companies like Salesforce.

There are numerous entities, large advertisingcompanies, and private investors which will compete for the same business in which we intend to engage. We will be at a significantdisadvantage to all of these other competitors for the foreseeable future. All of our competitors should be considered to be farbetter capitalized than we are.

Registrant’s Competitive Positionin the Industry

Registrant is an insignificant participantin the software industry and cannot be expected to obtain a market share even discernable percentage wise. Without a large infusionof capital, it will remain a very small participant in the industry.

Historical Track Records

Our Company has no historical track recordand we should be deemed a pure start-up of earning or operating with all of the risks of an unproven Company (see “Risk Factors”).

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition

There are a large number of companies and individualsengaged in the software industry; accordingly, there is a high degree of competition. Almost all of the companies and individualsso engaged have substantially greater technical and financial resources than we do. We believe that our niche cookieless AI personalizationhas fewer players than traditional digital marketing software providers, however, there is a strong likelihood that the AI personalizationindustry will expand rapidly. Our goal is to be amongst the strong, early providers and to target less traditional retail areas,though our technology is applicable to countless retail industries.

We are an insignificant participant among thelarger marketing software providers. There are many established companies that have significantly greater financial and personnelresources and technical expertise than we have. In view of our limited financial resources and limited management availability,we will continue to be at a significant competitive disadvantage compared to our competitors.

Amid the increasing concerns about Google’sthird-party (3P) cookies in Chrome and Apple’s access to device identifierson iOS, the digital space is on the path to a cookieless future. Third-party cookies are collectedas visitors travel from website to website, gathering information about preferences, interests, and habits. For many people, sharinginformation like this is concerning, which is exactly why the General Data Protection Regulation (GDPR) and California ConsumerPrivacy Act (CCPA) decided to step in and regulate this space.

Googlehas announced plans to stop supporting tools designed to follow internet users across the web in order to target them with specificadvertising. In July 2021, Neilsen announced its approach to eliminate its reliance on digitalidentifiers and ensure that advertisers and publishers can continue to measure confidently in a dynamic, privacy-first media environment.With this approach, Nielsen will become the leading platform to validate first-party server data with real consumer behavior.

Given the risein a cookieless digital approach and movement towards the elimination of third-party cookies, there is growing demand for cookielessvisitor information collection. Apps that use cookies to track website traffic will not be able to register all user activity inthe future. This is why cookieless tracking has recently become an essential part of the digital advertising industry, creatinga demand for companies such as Youneeq to step in.

Through segmentation basedon some of these characteristics, Youneeq can launch personalized sales & marketing campaigns directed at each cohort of prospects,making the organization’s scalability more feasible than wider, less personal outreach.

Markets.

Our market is highly competitive and constantlychanging. Commercial success is frequently dependent on capital availability, the effectiveness and sufficiency of which are verydifficult to predict accurately.

Governmental Regulation.

Federal Regulations.

We are subject to regulations by securitieslaws as a public Company.

Compliance with Environmental Laws andRegulations.

We are not involved in operations with environmentalconsiderations for our business.

State Regulations.

Certain states may require that we obtain aLocal Business License. We intend to address this on an as needed basis.

For additional information about these matters,see “Risk Factors.”

LICENSES

The Company is reliant on our sole LicenseAgreement for our proposed business. On February 11, 2022, the Company approved the Acquisition Agreement and License Agreement(with an effective date of February 9, 2022), as amended, with Digital Cavalier Technology Services, Inc., a Canadian corporation.The Acquisition and License Agreement with Digital Cavalier Technology Services, Inc. allows for the Company to license, marketand sell the YouneeqAI technology of Digital Cavalier Technology Services, Inc. Digital Cavalier Technology Services, Inc. is licensingits AI Personalization engine software as a service (SaaS) products and services, for e-commerce, content marketing, digital publishing,and other industries where a relevant customer experience is necessary. The term of the License is for twenty-five (25) months,with auto-renewal every twenty-four (24) months thereafter.

TITLE TO PROPERTIES

None.

BACKLOG OF ORDERS

We currently have no backlogs of ordersfor sales, at this time.

GOVERNMENT CONTRACTS

We have no government contracts.

COMPANY SPONSORED RESEARCH AND DEVELOPMENT

We are not conducting any research.

NUMBER OF PERSONS EMPLOYED

We have no employees at this time. Mark Spooneis an independent contractor for the Company, receiving $4,000 a month on a month-to-month basis. Murray Galbraith receives compensationfrom Digital Cavalier Technology Services, Inc.

All other directors work approximately 10-30hours per week under their appropriate responsibility.

DESCRIPTION OF PROPERTY

DESCRIPTION OF PROPERTIES/ASSETS

Our executive officesare located in Lakewood, Colorado. We do not own any real property, but lease an office space. We believe that substantially allof our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacityto meet the current needs of our business.

LEGAL PROCEEDINGS

We may be subjectto various claims and legal actions arising in the ordinary course of business from time to time. We believe that the ultimateresolution of these matters, whether individually or in the aggregate, will not have a material adverse effect on our business,prospects, financial condition and results of operations.

We currently are not involved in anylegal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Currently there is a limited public tradingmarket for our stock as quoted on the OTCQB under the symbol YQAI.

The following table sets forth the high andlow bid quotations of our common stock for the periods indicated:

Rules Governing Low-price Stocks That May Affect Our Shareholders'Ability to Resell Shares of Our Common Stock

Quotations on the OTC Pink reflect inter-dealerprices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subjectto certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.”Penny stocks generally are securities with a price of less than $5.00, other than securities registered on certain national exchangesor quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information with respectto transaction in such securities. The additional sales practice and disclosure requirements imposed upon broker-dealers are andmay discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of theshares and impede the sale of shares in the secondary market.

The penny stock rules require broker-dealers,prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for thepurchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosuredocuments prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stockmarket. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition,the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosureschedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and currentquotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price informationwith respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

Holders

As of the filing of this prospectus, we haveapproximately 97 shareholders of record of our common stock. Sales under Rule 144 are also subject to manner of sale provisionsand notice requirements and to the availability of current public information about us. Under Rule 144, a person who has not beenan affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be soldfor at least 6 months, is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisionsof Rule 144.

As of the date of this prospectus, our shareholdershold 52,609,106 shares of common stock and 1,155 shares of Series A Preferred, of which 35,814,742 common shares may be sold pursuantto this Registration Statement.

Dividends

As of the filing of this prospectus, we havenot paid any dividends to shareholders. There are no restrictions which would limit our ability to pay dividends on common equityor that are likely to do so in the future. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where,after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become due in the usualcourse of business; or our total assets would

be less than the sum of the total liabilitiesplus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receivingthe distribution.

SELECTED FINANCIAL INFORMATION

Not applicable.

SUPPLEMENTARY FINANCIAL INFORMATION

Not applicable.

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

The following discussion should be readin conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desireto take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we cautionreaders regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any otherstatement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-lookingstatements are statements not based on historical information and which relate to future operations, strategies, financial resultsor other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subjectto significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and manyof which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actualresults and could cause actual results to differ materially from those expressed in any forward-looking statements made by, oron our behalf. We disclaim any obligation to update forward-looking statements.

PLAN OF OPERATIONS

Our plan of operations for the next 12 monthsis as follows:

As reported elsewhere in this registrationstatement and the herein financial statements, the proposed business generated from the License for YouneeqAI software acquiredfrom Digital Cavalier Technology Services Inc. has not realized any revenue to date. While there is no guarantee that the Companywill be able to find financing to begin operations, management believes that once it secures financing, it will be able to quicklyimplement the sales and marketing plan and commence sales of the software-as-a-service. The Company intends to secure financingfor its operations by the third quarter of 2023 and begin implementing our plans.

BUDGET

RESULTS OF OPERATIONS

For the Year Ended December 31, 2022compared to the Year Ended December 31, 2021

During the years ended December 31, 2022 and2021, we recognized no revenues.

Net loss for the year ended December 31, 2022was ($30,945,319) compared to ($6,782,803) net loss for the year ended December 31, 2021. The increase in net loss of ($24,162,516)pertained primarily to an increase of interest expense of ($37,416), Impairment of License Agreement of ($29,999,999) and Gain(Loss) on Preferred Stock of ($2,411,200).

During the year ended December 31, 2022, werecognized $3,319,104 in operating expenses compared to $6,826,602 for the year ended December 31, 2021. The change results primarilyfrom an increase in general and administrative expenses fees of $684,103 and a decrease in stock issued for services of $2,635,000.

LIQUIDITY AND CAPITAL RESOURCES

Operational activities used cash flows of ($599,574)for the year ended December 31, 2022 based upon a net loss of ($30,945,319) which was adjusted for the non-cash items of $268,059in depreciation and amortization, $30,000,000 in Impairment of License Agreement, ($2,411,200) in Gain (loss) value on PreferredShares and $2,635,000 in the issuance of shares for services. During the year ended December 31, 2021, we used cash flows fromoperational activities of ($82,941) based upon a net loss of ($6,782,803) which was adjusted for the non-cash items of $44,362in depreciation and amortization and $6,651,092 in the issuance of shares for services.

During the years ended December 31, 2022 and2021, we had no investing activities.

During the year ended December 31, 2022, wewere provided cash flows from financing activities through proceeds from advances, related parties, in the amount of $646,379 ascompared to $51,388 during the year ended December 31, 2021.

In order for us to continue as a going concern,we may need to obtain additional debt or equity financing. There can be no assurance that we will be able to secure additionaldebt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any ofthose actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existingfinancing arrangements are short-term.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The Company adopted Accounting Standards Update(“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The Company recognizes revenues, net of sales incentivesand sales returns, including shipping and handling charges billed to customers, upon delivery of goods to the customer—atwhich time the Company’s performance obligation is satisfied—at an amount that the Company expects to be entitled toin exchange for those goods in accordance with the five-step analysis outlined in Topic 606: (i) identify the contract with thecustomer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transactionprice to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.

Cash and Cash Equivalents

The Company’scash and cash equivalents are maintained with recognized financial institutions located in the United States. The Company considersall highly liquid investments with a maturity date of less than 90 days or less to be cash equivalents. In the normal course ofbusiness, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Companyhas not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significantrisks in that regard.

Fair Value of Financial Instruments andDerivative Financial Instruments

The Company’s financial instrumentsinclude cash and cash equivalents, notes receivable, and notes payable. All instruments are accounted for on a historical costbasis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2022 and December31, 2021. The Company did not engage in any transaction involving derivative instruments. 

Property and Equipment 

Property and equipment are stated at initialcost. Major repairs and betterments are capitalized, and normal maintenance and repairs are charged to expense as incurred. Depreciationis computed by the straight-line method over the estimated useful lives of the related assets.

Furniture,Fixtures and Equipment 5 to 7 years

Upon retirement or sale of an asset, the costand accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

During the year ended 2022, all property andequipment was transferred to a third party as part of an Assumption Agreement. At December 31, 2022, the Company has total propertyand equipment of $0.

Federal Income Taxes

Potential benefits of income tax losses arenot recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05 “Accountingfor Income Taxes” as of its inception. Pursuant to ASC740.10.05, the Company is required to compute tax asset benefits fornet operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statementsbecause AHV cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.

The U.S. Tax Act known as Tax Cuts and JobsAct (the “2018 Act”) signed on December 22, 2018 may have changed the consequences to U. S. shareholders that own,or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of a non-U. S. corporation( a “10% U.S. shareholder) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations(“CFCs”). We did not believe any of our shareholders, or our subsidiaries were CFCs, and there will be no such impacton the Company for the year ended December 31, 2022.

Earnings Per Share

Earnings per share is provided in accordancewith FASB ASC 260-10, “Earnings per Share”. Basic earnings per common share (“EPS”) is computed by dividingincome available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earningsper share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential commonshares were issued, unless doing so is anti-dilutive.

Dividends

The Company did not adopt any policyregarding payment of dividends. No dividends were paid during the years ended December 31, 2022 and 2021.

Stock-Based Compensation

ASC 718-10 requires measurementof the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value ofthe award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards, after thegrant date, must be recognized.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

DIRECTORS AND EXECUTIVE OFFICERS

The current directors and executive officers are set forth in thechart below.

Our officers are elected by the board of directorsat the first meeting after each annual meeting of our stockholders and hold office until their successors are duly elected andqualified under our bylaws.

The directors named above will serve untilthe next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders’meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There isno arrangement or understanding between our directors and officers and any other person pursuant to which any director or officerwas or is to be selected as a director or officer.

BIOGRAPHICAL INFORMATION

Murray Galbraith, CEO, Acting CFO, andDirector

Mr. Galbraith has been CEO and Director ofYouneeqAI Technical Services, Inc. since February 11, 2022. Mr. Galbraith has also served as CEO and Director of the Licensor ofYouneeqAI to the Company, Digital Cavalier Technology Services Inc. since April 2016 (an affiliate of the Company). He has over35 years of experience and a proven track record of developing new businesses and leading digital transformations. Mr. Galbraithgraduated from Royal Roads University in 1999.

As CEO of Digital Cavalier Technology ServicesInc. for the last eight years, Mr. Galbraith has led efforts to deliver cutting-edge AI solutions to businesses and organizationsaround the world. He is committed to fostering a culture of innovation and collaboration and is dedicated to developing the nextgeneration of leaders in the field. This experience in developing the YouneeqAI technology uniquely qualifies Mr. Galbraith tolead the Company as the CEO.

Under Mr. Galbraith’s leadership, DigitalCavalier Technology Services Inc. has striven to deliver high-quality technology and exceptional customer support. He has beeninstrumental in the development of the company's AI platform and has overseen its successful deployment across a variety of industries.

Mr. Galbraith is known for his strategic visionand ability to identify emerging trends in the industry. He has also been a strong advocate for diversity and inclusion in theworkplace and has worked to ensure that Digital Cavalier Technology Services Inc. remains a welcoming and inclusive environmentfor all employees. Throughout his career,

Mr. Galbraith has been a champion of entrepreneurshipand innovation. He has mentored countless startups and entrepreneurs and has been a sought-after speaker and thought leader inthe industry. He is deeply committed to the development of the next generation of leaders and has worked tirelessly to create opportunitiesfor young people in the technology industry. Moreover, he has undertaken negotiations for M&A activity, strategic partnerships,and investment in the UK, France, Spain, USA, Taiwan, Hong Kong, India and China, and succeeded in increasing organizational productivityand professional development opportunities.

In addition to his work at Digital CavalierTechnology Services Inc., Murray is an active member of the technology community. Murray has been on the board of Digital CavalierTechnology Services Inc. since 2014 and has been recognized for his contributions to the industry. He is a strong believer in thepower of technology to transform lives and create new opportunities and is committed to using his expertise to make a positiveimpact in the world.

Overall, Mr. Galbraith is a highly respectedand accomplished CEO, with a deep understanding of the technology industry and a passion for innovation and entrepreneurship. Hehas been instrumental in the development of YouneeqAI. His leadership, vision, and commitment to excellence make him an asset tothe company and the broader technology community.

James D. Romano, Director

Mr. Romano has been a Director of YouneeqAITechnical Services, Inc. since February 11, 2022. His career spans thirty years of successful strategic start-ups for small tomedium-sized businesses in Canadian and US markets. He has provided corporate strategy, branding and structuring, and successfullyraised initial capital in venture markets.

Mr. Romano's career has spanned several decadesfocusing on leading the process of positive change within private and public organizations so that they can become better at whatthey do. His expertise in delivering enhanced management outcomes encompasses exceptionally diverse operational environments. Theserange from fostering consensus within public/private partnerships for environmental recycling, proposing and enabling improvedhealth care delivery, leading harmonious outcomes within relationally complex social/hospitality/art-industry management settings,mentoring entrepreneurism and delivering results in the natural resource sector, while applying corporate finance and investorcommunications across the board. From his voluntary involvements as President of the Recycling Council of British Columbia in the1980's and his post as the Inaugural Foundation Chairperson at InspireHealth, an integrated cancer care facility, to assistingprivate and public entities in Canada and the US in mining, oil & gas and technology, Mr. Romano's contributions are numerous.For the past five years, Mr. Romano has served as a director of Securter Systems Inc., a private Canadian Company. He will provideYouneeqAI with the leadership required to bring this shared vision and experience to the entire organization.

Mr. Romano is also an advisor to Digital Cavalier Technology ServicesInc.

S. Mark Spoone – Director

Mr. Spoone has been a Director of YouneeqAITechnical Services, Inc. since December 28, 2018 and was CEO from December 28, 2018 until February 11, 2022. Mr. Spoone bringsbroad experience across multiple industries and functional areas. Mr. Spoone’s early career was spent working in the financialsector with organizations like American Express and Bank of America, implementing enterprise-wide business process re-engineeringand global strategic management initiatives. Mr. Spoone leveraged those experiences to bridge into the technology sector, workingwith Siebel Systems and Oracle Corp in deploying enterprise CRM systems and Financial Management software solutions. Ultimately,the corporate experience enabled Mr. Spoone to begin a series of entrepreneurial ventures that spanned manufacturing, beverage,real estate, lending, organic fertilizers and others.

Mr. Spoone was the founder of Cannalife USA,Ltd, and since 2013, was its CEO. Mr. Spoone was one of the founders of the National Hemp Association.

KEY EMPLOYEES

Other than Mr. Galbraith, the Company has noother employees.

CONFLICTS OF INTEREST – GENERAL

There can be no assurance that management willresolve all conflicts of interest in favor of the Company.

Our directors and officers are, or may become,in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a varietyof businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporate opportunity,involved in participation with such other entities. Consequently, there are potential inherent conflicts of interest in their actingas officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, officer-managementanticipates it will devote up to approximately 40 hours per week to the Company’s affairs.

Mr. Galbraith and Mr. Romano serve as CEO andadvisor, respectively, of Digital Cavalier Technology Services Inc., the licensor of YouneeqAI to and the controlling shareholderof the Company. This may give rise to conflicts of interest including, among other things, time, efforts, and corporate opportunity.The third member of the Board of Directors, S. Mark Spoone, is not affiliated with the licensor. Should the license with DigitalCavalier Technology Services Inc. terminate, Mr. Galbraith and Mr. Romano will likely leave their respective positions at the Company.

None of our Officers and Directors has anyinterest in any competitive business to ours or any service provider to our Company, other than in relation to the license agreement.The other businesses in which our officers and directors now participate have no relation to our business, do not compete withour business and do not supply services, materials, or technology to our business. We see the primary conflict as one of necessarytime devoted to the Company business and internal controls and procedures for accounting for our quarterly and annual reports underSection 13(a) of the Securities Exchange Act of 1934, which must be filed timely under the section and quarterly reviews and annualaudits by our auditors which require adequate record keeping.

CONFLICTS OF INTEREST – CORPORATEOPPORTUNITIES

Presently no requirement contained in our Articlesof Incorporation, Bylaws, or minutes requires officers and directors of our Company to disclose business opportunities which cometo their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to our Company to disclose to it anybusiness opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded fromthis duty would be opportunities which the person learns about through his involvement as an officer and director of another Company.We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate orany client of any such person.

Our Board of Directors has adopted a policythat the Company will not do business with any entity in which any officer or director serves as an officer or director or in whichthey or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to changethis policy, the Board of Directors has no present intention of doing so.

COMMITTEES OF THE BOARD OF DIRECTORS

We are managed under the direction of its boardof directors.

EXECUTIVE COMMITTEE

We do not have an executive committee at thistime.

AUDIT COMMITTEE

We have formed a non-independent audit committeein 2023 to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the compliance by theCompany with legal and regulatory requirements and (3) the independence and performance of the Company’s internal and externalauditors. Murray Galbraith, as Chairman, and Jim Romano act as the initial members of the Audit Committee.

The functions of the audit committee are toreview the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accountingpractices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final auditreports, to review with our internal and independent auditors our overall accounting and financial controls, to be available tothe independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to reportto the board of directors with respect to such matters and to recommend the selection of the independent auditors.

In the absence of a separate audit committeeour board of directors functions as audit committee and performs some of the same functions of an audit committee, such as recommendinga firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditorsindependence, the financial statements and their audit report; and reviewing management’s administration of the system ofinternal accounting control We expect that the selection of a business opportunity will be complex. Due to general economic conditions,rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerousfirms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improvingthe terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefitsto key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors.Potentially, available business opportunities may occur in many different industries and at various stages of development, allof which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will beable to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who hascomplied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

ANNUAL MEETING

The annual meeting of stockholders is anticipatedin the Third Quarter of 2023 and will include the election of directors. The annual meeting will be held at our principal officeor at such other place as permitted by the laws of the State of Nevada and on such date as may be fixed from time to time by resolutionof our board of directors.

PREVIOUS “BLANK CHECK” OR“SHELL” COMPANY INVOLVEMENT

No members of our management have been involvedin previous “blank-check” or “shell” companies.

INVOLVEMENT IN LEGAL PROCEEDINGS

No executive Officer or Director of our Companyhas been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that iscurrently pending.

No executive Officer or Director of our Companyis the subject of any pending legal proceedings.

No Executive Officer or Director of our Companyis involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at thistime or within two years of any involvement as a general partner, executive officer, or Director of any business.

EXECUTIVE AND DIRECTORS COMPENSATION

COMPENSATION

The following table sets forth the compensationpaid to officers and board members during the years ended December 31, 2022 and 2021.

SUMMARY EXECUTIVE COMPENSATION TABLE

___________ 

DIRECTOR COMPENSATION

Director Independence

For a director to be considered “independent,”the Board must affirmatively determine that the director has no material relationship with the Company (directly or as a partner,stockholder or officer of an organization that has a relationship with the Company). In each case, the Board considers all relevantfacts and circumstances. We currently have no independent directors.

All of our officers and/or directors will continueto be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

The following table sets forth certain informationconcerning compensation paid to our directors during the years ended December 31, 2022 and 2021:

_________

The term of office for each Director is oneyear, or until their successor is duly elected or appointed. The term of office for each of our Officers is at the pleasure ofthe Board of Directors.

The Board of Directors has no nominating, auditingcommittee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independentlymade nor negotiated at arm’s length.

At this time, our Directors do not receivecash compensation for serving as a member of our Board of Directors.

Limitation on Liability and Indemnification

We are a Nevada corporation. The Nevada RevisedStatutes provide that the articles of incorporation of a Nevada corporation may contain a provision eliminating or limiting thepersonal liability of a director to the corporation or our stockholders for monetary damages for breach of fiduciary duty as adirector, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’sduty of loyalty to the corporation or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconductor a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transactionfrom which a director directly or indirectly derived an improper personal benefit. Our articles of incorporation contain a provisioneliminating the personal liability of directors to our Company’ or our stockholders for monetary damages to the fullest extentprovided by the Nevada Revised Statutes.

The Nevada Revised Statutes provide that aNevada corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened,pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formalor informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonableexpenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’sarticles of incorporation. Our articles of incorporation do not contain any such limitation.

The Nevada Revised Statutes provides that aNevada corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligationincurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respectto an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in goodfaith and the person reasonably

believed, in the case of conduct in an officialcapacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all othercases, his or her conduct was at least not opposed to the corporation’s best interests and, with respect to any criminalproceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporationand bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or inthe right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceedingcharging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in whichProceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnificationpermitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connectionwith such Proceeding.

The Nevada Revised Statutes, unless otherwiseprovided in the articles of incorporation, a Nevada Revised Statutes corporation may indemnify an officer, employee, fiduciary,or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greaterextent, if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directorsor stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees,fiduciaries and agents to the full extent permitted by Nevada law.

Our articles of incorporation also providethat we may purchase and maintain insurance on behalf of any person who is or was a director or officer of our Company or who isor was serving at our request as a director, officer or agent of another enterprise against any liability asserted against himor her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not we would havethe power to indemnify him or her against such liability.

Employment Agreementswith Officers and Directors of YouneeqAI Technical Services, Inc.

We do not have employment/consultant agreementswith our officers. We have month-to-month consulting arrangements with our executive officers. We do not have separate agreementswith our directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AS OF MAY 8, 2023

The following table sets forth informationwith respect to the beneficial ownership of our outstanding common stock by:

Beneficial ownership is determined in accordancewith the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60days of the date of this document into shares of our common stock are deemed to be outstanding and to be beneficially owned bythe person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of theperson, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of our commonstock that we believe was beneficially owned by each person or entity as of May 8, 2023.

OFFICERS AND DIRECTORS

 ________

GREATER THAN 5% STOCKHOLDERS

___________

Rule 13d-3 under the Securities Exchange Actof 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a securityincludes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security.Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownershipof such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securitiesnot outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purposeof computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to beoutstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are onlythose derivative securities with exercise prices that we believe have a reasonable likelihood of being “in the money”within the next sixty days.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAREND

None.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS,PROMOTERS AND CONTROL PERSONS

Other than the transactions discussed below,we have not entered into any transaction in past two years, nor are there any proposed transactions in which any of the founders,directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have adirect or indirect material interest:

Common Shares Issued for Asset AcquisitionAgreement

Common Shares or Warrants Issued forCompensation or Services

Since January 1, 2021 through April 30, 2023,we have issued shares of our common stock in exchange for services to the individuals and/or entities and the amounts set forthbelow:

____

* Officer and/or director of our Company.

Common Shares Issued for Convertible Promissory Note

Since January 1, 2021 through April 30, 2023,we have issued shares of our common stock in exchange for services to the individuals and/or entities and the amounts set forthbelow: 

Preferred Shares Issued for License and/or Settlement Agreements

Since January 1, 2021 through April 30, 2023,we have issued shares of our Series A Preferred stock in exchange to the individuals and/or entities and the amounts set forthbelow:

____________ 

ITEM 11A. MATERIAL CHANGES

None.

ITEM 12. INCORPORATION OF CERTAIN INFORMATIONBY REFERENCE

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statementon Form S-1 under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus doesnot contain all of the information included in the registration statement. For further information pertaining to us and our commonstock, you should refer to the registration statement and the exhibits filed with the registration statement. Whenever we makereference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete,and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or otherdocument.

Upon effectiveness of our S-1 RegistrationStatement, we will be subject to the informational requirements of the Securities Exchange Act of 1934 and will file reports andother information with the SEC. You can read our SEC filings, including the registration statement, over the internet at the SEC’swebsite at http://www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 FStreet N.E.,

Washington, D.C. 20549. Additionally,you can obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 FStreet N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation ofits Public Reference Room.

EXPERTS

The financial statements of the Company forthe fiscal years ended December 31, 2022 and 2021 appearing elsewhere in this Registration Statement have been included hereinin reliance upon the report of BF Borgers CPA PC, an independent registered public accounting firm, which includes an explanatoryparagraph as to the Company’s ability to continue as a going concern, and upon the authority of BF Borgers CPA PC as expertsin accounting and auditing.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate byreference” into this prospectus information we have filed with it. The information incorporated by reference is an importantpart of this prospectus and is considered to be part of this prospectus. We incorporate by reference the documents listed as exhibitsto the document in Item 16.

ITEM 12A. DISCLOSURE OF COMMISSION POSITIONOF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Nevada Revised Statutes require us to indemnifyofficers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whethercivil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as anofficer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of theaction or proceeding. The Nevada Revised Statutes permits a corporation to indemnify an officer or director, even in the absenceof an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted ingood faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of us and suchindemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a writtenopinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counselin a written opinion if a quorum of disinterested directors cannot be obtained.

The Nevada Revised Statutes prohibit indemnificationof a director or officer if a final adjudication establishes that the officer’s or director’s acts or omissions involvedintentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoinglimitations on indemnification, the Nevada Revised Statutes may permit an officer or director to apply to the court for approvalof indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violationof the law.

The Nevada Revised Statutes also provide thatindemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registeringtheir dissent to the payment of the distribution.

According to our bylaws, we are authorizedto indemnify our directors to the fullest extent authorized under Nevada Revised Statutes subject to certain specified limitations.

Insofar as indemnification for liabilitiesarising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and persons controllingus pursuant to the foregoing provisions or otherwise, we are advised that, in the opinion of the Securities and Exchange Commission,such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.