Form 1-A - Offering Statement [Regulation A]

File No. 024-________

As filed with the Securities and Exchange Commission on December 10, 2024

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated December 10, 2024

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

OFFERING CIRCULAR

GEMZ Corp. NV

80,000,000 Units

Each Unit Consisting of 3 Shares of Common Stock

By this Offering Circular, GEMZ Corp. NV, a Nevada corporation, is offering for sale a maximum of 80,000,000 units of our securities (the “Units” or the “Offered Units”), with each Unit consisting of 100 shares of our common stock, at a fixed price of $_____[0.01-0.03] per Unit (the price to be fixed by a post-qualification supplement), pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $5,000 of the Offered Units is required in this offering; any additional purchase must be in an amount of at least $1,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Units that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Units will not be entitled to a refund and could lose their entire investments.

Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Units.

We estimate that this offering will commence within two days of the SEC’s qualification of the Offering Statement of which this Offering Circular forms a part; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).

Title of

Securities Offered

Number of Units

Price to Public

Commissions⁽¹⁾

Proceeds

to Company⁽²⁾

Units⁽³⁾

80,000,000

$___[0.01-0.03]

$-0-

$[800,000-2,400,000]

(1)

We do not intend to offer and sell the Offered Units through registered broker-dealers or utilize finders. However, should we determine to employ a registered broker-dealer of finder, information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.

(2)

(3)

Does not account for the payment of expenses of this offering estimated at $10,000. See “Plan of Distribution.”

Each Unit consists of 100 shares of our common stock

Our common stock is quoted in the over-the-counter under the symbol “GMZP” in the OTC Pink marketplace of OTC Link. On December 6, 2024, the closing price of our common stock was $0.0004 per share.

Investing in the Offered Units is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of our single share of Special 2021 Series A Preferred Stock which precludes current and future owners of our common stock, including the Offered Units, from influencing any corporate decision. The single share of Special 2021 Series A Preferred Stock has the voting rights equal to 60% of all shares eligible to vote. Our sole officer and director, as the owner of the single share of Special 2021 Series A Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Units”).

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Units.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution—State Law Exemption and Offerings to Qualified Purchasers” (page 20). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is ______, 2024.

TABLE OF CONTENTS

	Page
Cautionary Statement Regarding Forward-Looking Statements	1
Offering Circular Summary	2
Risk Factors	4
Dilution	15
Use of Proceeds	16
Plan of Distribution	17
Description of Securities	20
Business	22
Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Directors, Executive Officers, Promoters and Control Persons	29
Executive Compensation	31
Security Ownership of Certain Beneficial Owners and Management	32
Certain Relationships and Related Transactions	33
Legal Matters	33
Where You Can Find More Information	33
Index to Financial Statements	34

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERING CIRCULAR SUMMARY

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to GEMZ Corp., a Nevada corporation, including its subsidiaries.

Our Company

History. Our company was incorporated in the State of Colorado on August 9, 1995, as Advanced Ceiling Supplies, Inc. On April, 2000, our company completed a reverse merger with United Ventures Group, Inc., a Delaware corporation. In October 2000, our corporate name changed to American Jewelry Corp. In February 2002, we changed our state of incorporation from Delaware to Nevada. In July 2002, our corporate name changed to MSM Jewelry Corp. In October 2003, our corporate name changed to GEMZ Corp. On June 21, 2021, our corporate name changed to Gamma Zed Partners Corp. On June 29, 2021, our corporate name changed to GEMZ Corp. NV.

Custodian. On June 3, 2021, the District Court of Clark County, Nevada, case number A21-834775-C, entered an Order Granting Application for Appointment (the “Order”) of SSM Monopoly Corporation as Custodian of our company. On June 4, 2021, the Custodian authorized the Special 2021 Series A Preferred Stock, with one (1) share authorized, convertible at 1 for 1,000,000,000 common shares and super voting rights of 60% of all votes. On June 4, 2021, the Custodian caused the issuance to itself of one (1) share of Special 2021 Series A Preferred Stock. On May 11, 2022, the custodianship was discharged in Clark County District Court.

Change-in-Control Transaction. On March 2, 2023, there occurred a change in control of our company. On such date, Lucky Pony, LLC, a company owned by our sole officer and director, Stephen W. Carnes, purchased the single outstanding share of our Special 2021 Series A Preferred Stock from Kareem Mansour, the control person of the Custodian, for $75,000 in cash. Mr. Carnes was appointed as our sole officer and director effective at the closing of such transaction.

On March 20, 2023, we acquired 100% of the outstanding capital stock of BadgerBloX Homes, Inc., a Wisconsin corporation (“BadgerBloX”), which, at the time of the acquisition transaction, had not yet commenced active business operations. BadgerBloX is a container conversion company based outside Green Bay, Wisconsin, that specializes in transforming cargo containers into homes, hunting cabins, and portable office and workspace units. BadgerBloX offers entry-level, mid-level and upgraded high-end conversion options to cater to the specific requirements of each customer. BadgerBloX’s LynX linking technology allows for multiple connected containers, enabling larger overall living space. The Board of Directors of our company has adopted the business plan of BadgerBloX as the primary focus of our future business operations. (See “Business”)

Offering Summary

Securities Offered		We are offering 80,000,000 units of our securities (the Units), with each Unit consisting of 100 shares of our common stock.
Offering Price		$___[0.01-0.03] per Offered Unit.
Shares of Common Stock Outstanding Before This Offering		1,438,994,694 shares of common stock issued and outstanding as of the date hereof.
Shares of Common Stock Outstanding After This Offering		9,438,994,694 shares issued and outstanding, assuming the sale of all of the Offered Units hereunder.
Minimum Number of Shares to Be Sold in This Offering		None.
Disparate Voting Rights		The single outstanding share of our Special 2021 Series A Preferred Stock possesses superior voting rights, which preclude current and future owners of our common stock, including the Offered Units, from influencing any corporate decision. The single share of Special 2021 Series A Preferred Stock has the voting rights equal to 60% of all shares eligible to vote. Our sole officer and director owns the single share of our Special 2021 Series A Preferred Stock and will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Units” and (“Security Ownership of Certain Beneficial Owners and Management”).
Investor Suitability Standards		The Offered Units may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.
Market for our Common Stock		Our common stock is quoted in the over-the-counter market under the symbol “GMZP” in the OTC Pink marketplace of OTC Link.
Termination of this Offering		This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering circular being qualified by the SEC and (c) the date on which this offering is earlier terminated by us, in our sole discretion.
Use of Proceeds		We will apply the proceeds of this offering for debt payment, engineering, product marketing, production, inventory, general and administrative expenses and working capital. (See “Use of Proceeds”).
Risk Factors		An investment in the Offered Units involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment decision regarding the Offered Units.
Corporate Information		Our principal executive offices are located at 2180 N. Park Avenue, Suite 200 Winter Park, Florida 32789; our telephone number is 407-674-9444; our corporate website is located at www.badgerblox.com. No information found on our company’s website is part of this Offering Circular.

Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

RISK FACTORS

An investment in the Offered Units involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Units. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

Risks Related to Our Company

Rule 144 safe harbor is unavailable for the resale of shares issued by us, unless and until we have ceased to be a shell company and have satisfied the requirements of Rule 144(i)(1)(2). BadgerBloX engages in active business operations and we believe that we are no longer a “shell company,” as defined by Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. Pursuant to Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144.

The term “Form 10 information” means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, like our company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Further, investors should be aware of, and consider carefully, each of the following:

	·	the shares of common stock comprising the Offered Units sold in this offering can be resold only through an effective resale registration statement under the Securities Act or pursuant to an available exemption from registration;

	·	following the SEC’s qualification of the Offering Statement of which this Offering Circular forms a part, our company will not be subject to the reporting requirements of the Exchange Act; and

	·	before Rule 144(i) would be potentially available for resales of any securities of our company, we will be required to file a registration statement under the Exchange Act and become subject to the reporting requirements of the Exchange Act and file the required Exchange Act reports for the requisite period of time (i.e., one year).

We do not have a successful operating history. Until March 2023, we had not engaged in active business operations for several years, which makes an investment in the Offered Units highly speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

	·	our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a going concern;
	·	our ability to execute our business strategies;
	·	our ability to manage our expansion, growth and operating expenses;
	·	our ability to finance our business;
	·	our ability to compete and succeed in a competitive industry; and
	·	future geopolitical events and economic crisis.

We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our business strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

Our financial statements are not independently audited, which could result in errors and/or omissions in our financial statements if proper standards are not applied. We are not required to have our financial statements audited by a firm that is certified by the Public Company Accounting Oversight Board (“PCAOB”). As such, we do not have a third party reviewing the accounting. We may also not be up to date with all publications and releases released by the PCAOB regarding accounting standards and treatments. This circumstance could mean that our unaudited financials may not properly reflect up to date standards and treatments, resulting in misstated financial statements.

In the past, we have not filed our periodic reports in a timely manner. During 2020 and 2021, our company did not timely file all required periodic reports with the SEC and OTC Markets. Since July 2021, we have filed all required periodic reports with OTC Markets and our management intends to remain in compliance our filing obligations in the future. However, there is no assurance that we will be successful in this regard.

Should we fail to remain current in our filing obligations, investors in our common stock would be deprived of important current information concerning our company upon which to evaluate their investments, including, without limitation:

	·	our financial condition and operating results;
	·	our ongoing and anticipated future business operations and plans;
	·	changes to our management personnel;
	·	changes to our capital structure, including changes to shareholder voting rights; and
	·	transactions between our company and our affiliates.

In addition, should we fail to remain current in our filing obligations, investors in our common stock could experience significant diminution in the value of their shares. This loss of value could be experienced in a number of ways, which include:

	·	A loss of market liquidity for our common stock due to being designated a “limited information” company by OTC Markets, as indicated by a “YIELD” or “STOP” sign on OTCMarkets.com, or being relegated to the “Expert Market” by OTC Markets.
	·	An inability of an investor in our common stock to sell such investor’s shares through a brokerage account, due to our company’s having been designated a "limited information" company by OTC Markets.

In these or similar circumstances, an investor in our common stock could lose such investor’s entire investment.

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

We currently depend on the efforts of our Chief Executive Officer; the loss of this executive could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our real estate business strategies will depend, primarily, on the continued service of our Chief Executive Officer, Stephen W. Carnes. The loss of service of Mr. Carnes, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have not entered into an employment agreement with Mr. Carnes. We have not purchased any key-man life insurance.

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our business plan depends on marketing of our products, which may not be accepted in the marketplace. Our industry is extremely competitive and we have yet to attain any market share. In order to achieve successful operations, we will depend on effective marketing to, first, gain entry into the industry and, then, to achieve market share. We do not employ a marketing agency. Employing a greater number of marketing personnel or a marketing agency would require greater financial resources than we currently possess. Furthermore, our ability to attract independent sales representatives may be limited without greater name recognition, an advertising campaign and market penetration. Unless we are able to address these limitations in our marketing capabilities, you may expect our revenues to be limited and we may have difficulty staying in business. Under such circumstances, our stock cannot be expected to gain in value.

We are an early-stage company with an unproven business model and our business may not become profitable. We are an early-stage company with a limited operating history upon which you can evaluate our business. We have very limited historical financial data. As a result of these factors, the revenue and income potential of our business is unproven, and we have only a limited operating history upon which to base an evaluation of our current business and future prospects. Because of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business. Early-stage companies in new and rapidly evolving markets such as ours frequently encounter risks, uncertainties, and difficulties, including those described in this section. We may not be able to successfully address any or all of these risks. Failure to adequately address such risks could cause our business, financial condition, results of operations and prospects to suffer.

Our revenues are susceptible to declines as a result of unfavorable economic conditions. Economic downturns could affect our industry more severely than other industries. A decrease in our revenue could pose a challenge to our cash generation from future operations.

Our financial condition could be adversely affected if our available liquidity is insufficient. If our business is significantly adversely affected by further deterioration in the economic environment or otherwise, it could lead us to seek new or additional sources of liquidity to fund our needs. Currently, for a non-investment-grade company such as ours, the capital markets are challenging, with limited available financing and at higher costs than in recent years. There can be no guarantees that we would be able to access any new sources of liquidity on commercially reasonable terms or at all.

We may lose or fail to attract and retain key employees and management personnel. As we expand our operations, our employees will be extremely important assets. An important aspect of our competitiveness will be our ability to attract and retain key employees and management personnel. Our ability to do so is influenced by a variety of factors, including the compensation we award, and could be adversely affected by our financial or market performance.

We currently have limited management and staff, which could limit our ability to effectively seize market opportunities and grow our business. Our operations are subject to all of the risks inherent in a growing business enterprise, including the likelihood of operating losses. As a smaller company with a limited operating history, our success will depend, among other factors, upon how we manage the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of a new business, products and channels of distribution, and current and future development. In addition, as a company with a limited operating history and limited management and staff to grow our business and manage the risks inherent in a growing business enterprise, these factors could limit our ability to effectively seize market opportunities and grow.

Our ability to grow our business may depend on developing a positive brand reputation. Establishing and maintaining a positive brand reputation is critical to attracting new customers. If we are unable to establish, maintain and enhance our brand reputation and customer satisfaction, our ability to attract new customers will be harmed.

Investors may lose their entire investment if we fail to reach profitability. We have no demonstrable operations record from which you can evaluate the business and its prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot guarantee that we will be successful in accomplishing our objectives. To date, we have incurred losses and will continue to do so in the foreseeable future. Investors should therefore be aware that they may lose their entire investment in the securities.

Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. We may become party to litigation claims and legal proceedings. Litigation involves significant risks, uncertainties and costs, including distracting of management’s attention away from our current business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. We caution you that actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and agents with all United States and local laws and regulations applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, there can be no assurance that our policies and procedures will always ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation in the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations. To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

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

Our lack of adequate directors and officers liability insurance may also make it difficult for us to retain and attract talented and skilled directors and officers. In the future, we may be subject to litigation, including potential class action and shareholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors, should they be subject to legal action based on their service to our company, could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

We depend on third parties for transportation services, and limited availability or increases in costs of transportation could adversely affect our business and operations. Our business will depend on the transportation of a large number of products, via railroad or truck, and we will rely primarily on third parties for transportation of the products we manufacture or distribute and for the delivery of our raw materials. If any of our third-party transportation providers were to fail to deliver raw materials to us or to our customers in a timely manner, we may be unable to complete projects in a timely manner and may, among other things, incur penalties for late delivery. In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver in a timely manner could harm our reputation, negatively affect our customer relationships, and have a material adverse effect on our operating results, cash flows, and financial condition. Additionally, an increase in transportation rates or fuel surcharges could adversely affect our sales, profitability, and cash flows.

Our liability for estimated warranties may be inadequate, which could materially adversely affect our business, financial condition and results of operations. We will be subject to construction defect and warranty claims arising in the ordinary course of business. These claims are common in the construction industry and can be costly. A large number of warranty claims could have a material adverse effect on our results of operations.

The cyclical and seasonal nature of the construction industry causes our revenues and operating results to fluctuate, and we expect this cyclicality and seasonality to continue in the future. The construction industry is highly cyclical and seasonal and is influenced by many international, national and regional economic factors, including the availability of consumer and wholesale financing, seasonality of demand, consumer confidence, interest rates, income levels and general economic conditions, including inflation and recessions. As a result of the foregoing factors, the revenues and operating results we derive from customers will fluctuate and we currently expect them to continue to fluctuate in the future. These and other economic factors could have a material adverse effect on demand for our products and our financial condition and operating results.

Our business depends on the construction industry and general business, financial market and economic conditions. The construction industry is cyclical and significantly affected by changes in general and local economic and real estate conditions, such as employment levels, consumer confidence, demographic trends, housing demand, inflation, deflation, interest rates and credit availability. Changes in these general and local economic conditions or deterioration in the broader economy could negatively impact the level of purchases, capital expenditures and creditworthiness of our indirect customers and suppliers, and, therefore, our royalty income and financial condition, results of operations and cash flows. Changes in these economic conditions may affect some of our regions or markets more than others. If adverse conditions affect our larger markets, they could have a proportionately greater impact on us than on some other companies. In addition, any uncertainty regarding global economic conditions, such as rising gas prices and inflation, may have an adverse effect on the results of operations and financial condition of us or our customers, distributors and suppliers.

A material disruption at one of our suppliers’ facilities could prevent us from meeting customer demand, reduce our sales and negatively affect our overall financial results. Any of the following events could cease or limit operations unexpectedly: fires, floods, earthquakes, hurricanes, on-site or off-site environmental incidents or other catastrophes; global pandemic; utility and transportation infrastructure disruptions; labor difficulties; other operational problems; or war, acts of terrorism or other unexpected events. Any downtime or damage at our suppliers’ facilities or our facilities could prevent us from meeting customer demand for our products or require us to make more expensive purchases from a competing supplier. If our suppliers were to incur significant downtime, our ability to satisfy customer requirements could be impaired, resulting in customers seeking products from other distributors, as well as decreased customer satisfaction and lower sales and operating income.

Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of company, customer, employee and vendor information, could adversely affect our business. We will rely on various information technology systems to capture, process, store and report data and interact with customers, vendors and employees. Despite careful security and controls design, as the prevalence of cyber-attacks continues to increase, our information technology systems, and those of our third-party providers, could become subject to increased security threats, such as phishing and malware incidents. Our security measures may be unable to prevent certain security breaches, and any such network, system, data or other breaches could result in misappropriation of sensitive data, transactional errors, theft of funds, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs and additional compliance costs, any of which could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Because the techniques used to obtain unauthorized access to, or disable, degrade or sabotage, information technologies systems change frequently, and may not be recognized until after they have been launched against a target, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any breach in a timely or effective manner. In addition, the development and maintenance of preventative or detective measures is costly, and requires ongoing monitoring and updating as technologies change and efforts to circumvent security measures become more sophisticated. As well as incurring additional costs, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the systems, or we may be unable to successfully integrate and launch new systems as planned without disruptions to our operations. Misuse of internal applications, theft of intellectual property, trade secrets, funds or other corporate assets and inappropriate disclosure of confidential information could stem from such incidents.

Despite our efforts, we remain potentially vulnerable to cyber-attacks and security breaches, and any such attack or breach could adversely affect our reputation, business, financial condition or results of operations.

The construction industry is highly competitive, and such competition may increase the adverse effects of industry conditions, including the consolidation of the industry. We operate in a very competitive environment characterized by competition from numerous local, regional and national builders. We may compete for financing, raw materials and skilled management and labor resources. A decline in construction starts could adversely affect demand for our buildings and our results of operations. Increased competition could require us to further increase our selling incentives and/or reduce our prices, which could negatively affect our profits. We may be unable to successfully expand into or compete in the markets in new geographic areas.

There can be no assurance that modular construction, such as BadgerBlox will achieve market acceptance and grow; thus, the future of our business and the modular construction industry as a whole is uncertain. There can be no assurance that we will achieve market acceptance for our products or that the modular construction market will grow. Our business may be disrupted by the introduction of new competing products and is subject to changing consumer preferences and industry trends, which may adversely affect our ability to plan for the future development and marketing of our products. Although modular construction has particular applications in a wide variety of market segments, there is no assurance that we will be able to establish ourselves within any of such market segments or, even if we do, that general market acceptance for products would continue to increase.

We may not be able to compete effectively in our market. There are numerous competitors within the container conversion industry, including Giant Containers, Container Homes USA, SG Blocks Inc., many of which possess valuable industry relationships and access to greater resources, financial and otherwise, than do we. There is no assurance that we will be able to compete effectively in our industry, nor is there any assurance that we will ever be able to earn a profit. (See “Business—Competition”).

If we fail to maintain a positive reputation with customers concerning our products, we may not be able to attract or retain customers, and our operating results may be adversely affected. We believe that a positive reputation with consumers concerning our products will be highly important in attracting and retaining customers who have a number of choices from which to obtain cargo container conversion products. To the extent our products are perceived as low quality, unreliable or otherwise not compelling to customers, our ability to establish and maintain a positive reputation may be adversely impacted.

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the our brand or intellectual property may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our company may be diminished, competitors may be able to more effectively mimic our technologies and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected.

Risks Related to Securities Compliance and Regulation

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2,000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Offered Units

The outstanding single share of our Special 2021 Series A Preferred Stock precludes current and future owners of our common stock from influencing any corporate decision. The single outstanding share of our Special 2021 Series A Preferred Stock possesses superior voting rights, which preclude current and future owners of our common stock, including the Offered Units, from influencing any corporate decision. The single share of Special 2021 Series A Preferred Stock has voting rights equal to 60% of all shares eligible to vote. Our sole officer and director, Stephen W. Carnes, owns the single share of our Special 2021 Series A Preferred Stock and will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

The outstanding single share of our Special 2021 Series A Preferred Stock may be converted into 1 billion shares of our common stock. The Special 2021 Series A Preferred Stock has rights to convert into 1 billion shares of our common stock, at any time. The effect of the rights of conversion of the Special 2021 Series A Preferred Stock is that the holder, were the holder to convert the share of Special 2021 Series A Preferred Stock into common stock upon the sale of all of the Offered Units, the holder would be issued a number of shares of common stock equal to approximately 10% of our then-outstanding shares of common stock. (See “Dilution—Ownership Dilution”).

There is no minimum offering and no person has committed to purchase any of the Offered Units. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Units or that we will sell enough of the Offered Units necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Offered Units.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offered Units. Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Units.

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

The market price for our common stock has been, and may continue to be, highly volatile. The market for low-priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

	·	quarterly variations in our operating results;
	·	operating results that vary from the expectations of investors;
	·	changes in expectations as to our future financial performance, including financial estimates by investors;
	·	reaction to our periodic filings, or presentations by executives at investor and industry conferences;
	·	changes in our capital structure;
	·	announcements of innovations or new services by us or our competitors;
	·	announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
	·	lack of success in the expansion of our business operations;
	·	announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
	·	additions or departures of key personnel;
	·	asset impairment;
	·	temporary or permanent inability to offer our products and services; and
	·	rumors or public speculation about any of the above factors.

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offered Units does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Units should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

You will suffer dilution in the net tangible book value of the Offered Units you purchase in this offering. If you acquire any Offered Units, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the per-share purchase price of the shares of common stock included in the Offered Units in this offering. (See “Dilution”).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

DILUTION

Ownership Dilution

The information under “Investment Dilution” below does not take into account the potential conversion of the single outstanding share of Special 2021 Series A Preferred Stock into 1,000,000,000 shares of our common stock. The single outstanding share of Special 2021 Series A Preferred Stock may be converted into shares of our common stock at any time.

The conversion of the outstanding share of Special 2021 Series A Preferred Stock into shares of our common stock would cause holders of our common stock, including the Offered Units, to incur significant dilution in their ownership of our company. (See “Risk Factors—Risks Related to a Purchase of the Offered Units,” “Description of Securities” and “Security Ownership of Certain Beneficial Owners and Management”).

Investment Dilution

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Units in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Offered Units in this offering, your investment will be diluted to the extent of the difference between your per-share purchase price of the shares of common stock comprising the Offered Units and the net tangible book value of our common stock after this offering. Our net tangible book value as of September 30, 2024, was $_______ (unaudited), or $0._____ per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

The tables below illustrate the dilution to purchasers of Offered Units in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered Units are sold.

*Assuming the Sale of 100% of the Offered Units*
Assumed offering price per share		$__[0.0001-0.0003]
Net tangible book value per share as of September 30, 2024 (unaudited)		$(0.0000)
Increase in net tangible book value per share after giving effect to this offering		$__[0.0001-0.0002]
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$__[0.0001-0.0002]
Dilution in net tangible book value per share to purchasers of Offered Units in this offering		$__[0.0000-0.0001]
*Assuming the Sale of 75% of the Offered Units*
Assumed offering price per share		$__[0.0001-0.0003]
Net tangible book value per share as of September 30, 2024 (unaudited)		$(0.0000)
Increase in net tangible book value per share after giving effect to this offering		$__[0.0001-0.0002]
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$__[0.0001-0.0002]
Dilution in net tangible book value per share to purchasers of Offered Units in this offering		$__[0.0000-0.0001]
*Assuming the Sale of 50% of the Offered Units*
Assumed offering price per share		$__[0.0001-0.0003]
Net tangible book value per share as of September 30, 2024 (unaudited)		$(0.0000)
Increase in net tangible book value per share after giving effect to this offering		$__[0.0001-0.0002]
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$__[0.0001-0.0002]
Dilution in net tangible book value per share to purchasers of Offered Units in this offering		$__[0.0000-0.0001]
*Assuming the Sale of 25% of the Offered Units*
Assumed offering price per share		$__[0.0001-0.0003]
Net tangible book value per share as of September 30, 2024 (unaudited)		$(0.0000)
Increase in net tangible book value per share after giving effect to this offering		$__[0.0000-0.00001]
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$__[0.0000-0.00001]
Dilution in net tangible book value per share to purchasers of Offered Units in this offering		$__[0.0001-0.0002]

USE OF PROCEEDS

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Units and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Units in this offering.

	Assumed Percentage of Offered Units Sold in This Offering
	25%		50%		75%		100%
Offered Units sold		20,000,000		40,000,000		60,000,000		80,000,000
Gross proceeds	$	[200,000-600,000]	$	[400,000-1,200,000]	$	[600,000-1,800,000]	$	[800,000-2,400,000]
Offering expenses		10,000		10,000		10,000		10,000
Net proceeds	$	[190,000-590,000]	$	[390,000-1,100,000]	$	[590,000-1,790,000]	$	[790,000-2,390,000]

The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Units. All amounts set forth below are estimates.

Use of Proceeds for Assumed Percentage

of Offered Units Sold in This Offering

25%

50%

75%

100%

Loan Payment

[190,000-190,000]

[190,000-280,000]

[108,000-360,000]

Engineering

[0-76,000]

[36,000-160,000]

[72,000-280,000]

[108,000-360,000]

Marketing

[0-76,000]

[36,000-160,000]

[72,000-280,000]

[108,000-360,000]

Production and Inventory

[0-76,000]

[36,000-160,000]

[72,000-280,000]

[108,000-360,000]

Administrative and Corporate

[0-76,000]

[36,000-160,000]

[72,000-280,000]

[108,000-360,000]

Professional Fees and Compensation (1)

[0-76,000]

[36,000-160,000]

[72,000-280,000]

[108,000-360,000]

Working Capital

[0-20,000]

[20,000-110,000]

[40,000-200,000]

[60,000-400,000]

TOTAL

[190,000-590,000]

[390,000-1,100,000]

[590,000-1,790,000]

[790,000-2,390,000]

(1)

We intend to apply up to $52,000 of proceeds in compensating the management of BadgerBloX. Our sole officer will not be paid any compensation for this services from the proceeds of this offering.

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the industry in which we operate, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 80,000,000 Offered Units, with each Unit consisting of 100 shares of our common stock, on a best-efforts basis, at a fixed price of $___[0.01-0.03] per Offered Unit; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

There is no minimum number of Offered Units that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Offered Units in this offering through the efforts of our Chief Executive Officer, Stephen W. Carnes. Mr. Carnes will not receive any compensation for offering or selling the Offered Units. We believe that Mr. Carnes is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Carnes:

·	is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
·	is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
·	is not an associated person of a broker or dealer; and
·	meets the conditions of the following:
	·	primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and
	·	was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
	·	did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Units. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8% of the gross offering proceeds from their sales of the Offered Units. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8% on the sale of Offered Units effected by the broker-dealer.

Procedures for Subscribing

If you are interested in subscribing for Offered Units in this offering, please submit a request for information by e-mail to Mr. Carnes at: steve66000@aol.com; all relevant information will be delivered to you by return e-mail.

Thereafter, should you decide to subscribe for Offered Units, you are required to follow the procedures described therein, which are:

	·	Electronically execute and deliver to us a subscription agreement; and
	·	Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.

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

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Units subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.

An investor will become a shareholder of our company and the Offered Units will be issued as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and we accept the investor as a shareholder.

By executing the subscription agreement and paying the total purchase price for the Offered Units subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See “State Law Exemption and Offerings to Qualified Purchasers” below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $5,000 of the Offered Units in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $1,000.

State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Units in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Units involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offered Units have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Units in as many states as this offering is able to be qualified. In the case of each state in which we sell the Offered Units, we will qualify the Offered Units for sale with the applicable state securities regulatory body or we will sell the Offered Units pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Units to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

Investor Suitability Standards. The Offered Units may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of the Offered Units

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue the shares of common stock comprising such investor’s purchased Offered Units in book-entry form or issue a certificate or certificates representing the shares of common stock comprising such investor’s purchased Offered Units.

Transferability of the Offered Units

The Offered Units will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Units, these materials will not give a complete understanding of our company, this offering or the Offered Units and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Units.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of (a) 10,000,000,000 shares of common stock, $.001 par value per share; and (b) 5,000,000 shares of preferred stock, $.001 par value per share, of which (1) one share is designated Special 2021 Series A Preferred Stock and (2) 200,000 shares are designated Series A Preferred Stock.

As of the date of this Offering Circular, there were (x) 1,483,994,694 shares of our common stock issued and outstanding held by approximately 1,718 holders of record; (y) one (1) share of Special 2021 Series A Preferred Stock is issued and outstanding held by one (1) holder of record; and (z) no shares of Series A Preferred Stock were issued and outstanding.

Common Stock

General. The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Pre-emptive Rights. As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Special 2021 Series A Preferred Stock

Voting Rights. The single share of Special 2021 Series A Preferred Stock has the voting rights equal to 60% of all shares eligible to vote.

The single share of our Special 2021 Series A Preferred Stock is owned by our sole officer and director, Stephen W. Carnes. Due to the superior voting rights of the Special 2021 Series A Preferred Stock, Mr. Carnes will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Transactions”).

Conversion Rights. The Special 2021 Series A Preferred Stock has rights of conversion into 1 billion shares of our common stock, exercisable at any time.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Nevada law.

Transfer Agent

We have retained the services of Pacific Stock Transfer Co. 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119, as the transfer agent for our common stock. Pacific Stock Transfer’s website is located at: www.pacificstocktransfer.com. No information found on Pacific Stock Transfer’s website is part of this Offering Circular.

BUSINESS

Background

Custodian. On June 3, 2021, the District Court of Clark County, Nevada, case number A21-834775-C, entered an Order Granting Application for Appointment (the “Order”) of SSM Monopoly Corporation as Custodian of our company. On June 4, 2021, the Custodian authorized the Special 2021 Series A Preferred Stock, with one (1) share authorized, convertible at 1 for 1,000,000,000 common shares and super voting rights of 60% of all votes. On June 4, 2021, the caused the issuance to itself of one (1) share of Special 2021 Series A Preferred Stock. On May 11, 2022, the custodianship was discharged in Clark County District Court.

Corporate Information

Our principal executive offices are located at 2180 N. Park Avenue, Suite 200 Winter Park, Florida 32789; our telephone number is 407-674-9444; our corporate website is located at www.gmzpmerger.com. No information found on our company’s website is part of this Offering Circular.

BadgerBloX

Our subsidiary, BadgerBloX Homes Inc., is a container conversion company based outside Green Bay, Wisconsin, that specializes in transforming cargo containers into homes, hunting cabins, and portable office and workspace containers. BadgerBloX offers entry-level, mid-level, and upgraded high-end conversion options to cater to the specific requirements of each customer. BadgerBloX’s LynX linking technology allows for multiple connected containers, enabling larger overall living space.

While our company seeks needed funding for the full development of the BadgerBloX business plan, BadgerBloX is currently engaged in product design efforts, in the sourcing of outside vendors for building materials and actively seeking pre-orders for custom builds of products. To date, however, no pre-orders have been received.

BadgerBloX houses its operations in a manufacturing facility located in Gillett, Wisconsin.

Container Conversion Market

The market for container conversions is growing rapidly, with an increasing demand for affordable, flexible and sustainable living and similar spaces. Container conversions offer an excellent alternative to traditional housing, with the added benefit of being portable, customizable and energy efficient. BadgerBloX aims to tap into this growing market, targeting customers looking for affordable and sustainable housing solutions, hunting cabins, and portable office and workspace units.

Container conversion homes, for example, are homes that constructed primarily of shipping containers used to carry goods on trains, trucks and ships. New containers and old, or scrap, containers are able to be used. Shipping containers provide builders a way to construct high quality, sustainable and affordable homes. Further, builders are able to market their container conversion products as environmentally friendly, as they promote the conservation of metal resources.

According to Allied Market Research, the global container homes alone is expected to reach approximately $73 billion by 2025, up from approximately $45 billion in 2017, growing at a CAGR of 6.5% from 2018 to 2025.

Conversion Operations

Our BadgerBloX shipping container conversions are a versatile and cost-effective way to create a wide range of spaces. From cozy living spaces and functional offices to vacation or recreational spots, the possibilities are endless. In addition, we offer high quality fit and finish options, including hardwood floors, chef’s kitchens and custom lighting. We intend to establish a shipping container conversion facility with a portion of the proceeds of this offering or from another funding source.

Plan of Operation

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

With the proceeds of this offering, we intend to increase our product distribution capabilities, which we believe will lead to increased revenues. Specifically, we intend to build our inventory levels to support the launch of our planned marketing efforts.

BadgerBloX’s operations will involve the conversion of cargo containers into homes, hunting cabins, and portable office and workspace units. BadgerBloX’s linking technology will allow for the creation of multiple connected containers, enabling larger overall living and similar spaces. It will also provide installation services and post-installation support to ensure customer satisfaction.

BadgerBloX houses its operations in a manufacturing facility located in Gillett, WisconsinBadgerBloX has initiated a sales and marketing strategy comprised primarily of online digital advertising. To begin production, we will be required to obtain approximately $150,000 in funding from this offering, or otherwise. There is no assurance that we will be able to obtain needed funding.

Should we secure the needed funding, including through this offering, BadgerBloX anticipates generating increased revenues over the next 24 months. We plan to reinvest profits, if any, in addition to other capital infusions, in expanding its product line, marketing, and hiring additional staff to support its growth. BadgerBloX aims to achieve a growing market share in the container conversion industry.

Marketing and Sales

BadgerBloX will leverage various marketing channels, including social media, Google AdWords, and search engine optimization, to reach its target audience. BadgerBloX representatives will also attend trade shows and other events to showcase its products and services to potential customers and distributors. BadgerBloX’s sales strategy will focus on providing personalized customer service, offering different levels of customization, and providing financing options to make its products more accessible to customers.

Competition

There are numerous competitors within the container conversion industry, including Giant Containers, Container Homes USA, SG Blocks Inc., many of which possess valuable industry relationships and access to greater resources, financial and otherwise, than do we. There is no assurance that we will be able to compete effectively in our industry, nor is there any assurance that we will ever be able to earn a profit.

Intellectual Property

We intend to rely on patents, licenses, trade secrets, trademarks, copyright registrations and non-disclosure agreements to establish and protect our proprietary rights in our technologies and products. We own the “BadgerBlox” trademark and intend to register such trademark in the near future.

Government Regulation

The design and construction of buildings is controlled at the project level, with local and state municipalities having jurisdiction in most cases. All buildings, conventionally built or modularly built with containers, are subject to published building codes and criteria that must be achieved during the architectural and engineering phase in order to be approved for construction. There are no specific regulations that impact our design and construction technology. While much of the regulation in our industry occurs at the project level, as the BadgerBloX business expands, we will be subject to various federal, state and local government regulations applicable to the business in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, workplace safety, transportation, zoning and fire codes. We strive to operate in accordance with applicable laws, codes and regulations.

Litigation

We have no current, pending or threatened legal proceedings or administrative actions either by or against us that could have a material effect on our business, financial condition, or operations and any current, past or pending trading suspensions.

Facilities

Our sole officer and director, Stephen W. Carnes, provides office space necessary for our current operations at no charge.

Employees

As of the date of this Offering Circular, we have no employees. Our sole officer and director currently serves without compensation.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

Basis of Presentation

Effective March 20, 2023, our company acquired BadgerBloX, Homes, Inc., a Wisconsin corporation (BadgerBloX”), a container conversion company based outside Green Bay, Wisconsin, which, at the time of the acquisition transaction, had not yet commenced active business operations. Until our acquisition of BadgerBloX, our company identified itself as a “shell company.” Effective with our acquisition of BadgerBloX on March 20, 2023, our company began to engage in active business operations and believes it to have emerged from “shell company” status, it is possible that it may still be considered to be a “shell company,” as defined by Rule 405 of the Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934. (See “Risk Factors—Risks Related to Our Company”).

Because our company was an inactive “shell company” for several years prior to March 20, 2023, the date we acquired BadgerBloX, this section presents information concerning BadgerBloX for the periods and as of the dates indicated. This information includes BadgerBloX’s financial results, as well as narrative descriptions thereof. In addition, where appropriate, this section presents pro forma financial information, which assumes our company’s acquisition of BadgerBloX had occurred on certain prior dates, as indicated.

Results of Operations

Our Company – Nine Months Ended September 30, 2024 and 2023. During the nine months ended September 30, 2024, we generated $7,750 (unaudited) in revenues, with no cost of revenues, and incurred a total of $82,064 (unaudited) in operating expenses. Operating expenses were comprised of $9,761 (unaudited) in construction expense, $42,500 (unaudited) in consultant and contractor expense, $9,931 (unaudited) in general and administrative expense, $8,000 (unaudited) in legal and professional fees, $1,579 (unaudited) in property tax expense, $97 (unaudited) in repairs and maintenance expense, $4,292 (unaudited) in supplies expense and $3,204 (unaudited) in utility expense, resulting in a loss from operations of $74,314 (unaudited). In addition, we incurred total other expense of $12,112 (unaudited), which was comprised of $12,113 (unaudited) in interest expense and $1 (unaudited) in interest income, resulting in a net loss of $86,425 (unaudited).

Should we be successful in obtaining capital, including in this offering, we expect that our operating expenses would increase, though we are unable to predict the amount of such increase. The primary expected source for such needed funding is in this offering. However, should we be unsuccessful in obtaining funds in this offering, we would be forced to seek alternative sources of funding, including by incurring debt obligations. Should we fail to obtain needed funding, it is possible that we would be forced to cease operations.

All available capital will be applied to the execution of the business plan of BadgerBloX.

During the nine months ended September 30, 2023, we were an inactive “shell company” from January 1, 2023, through our March 20, 2023, acquisition of BadgerBloX and, as such, had no operations. From March 2023, through September 30, 2023, our operating results reflect our acquisition of BadgerBloX. For the nine months ended September 30, 2024, we generated no revenues and incurred a total of $68,096 (unaudited) in operating expenses. Operating expenses were comprised of $24,977 (unaudited) in general and administrative expense and $43,119 (unaudited) in legal and professional fees, resulting in a loss from operations of $68,096 (unaudited). In addition, we reported total other income of $231 (unaudited), which was comprised of $1 (unaudited) in interest income and $1,576 (unaudited) in property tax credit, which was offset by $1,346 (unaudited) in interest expense, resulting in a net loss of $67,865 (unaudited).

In March 2023, we acquired 100% of the outstanding capital stock of BadgerBloX Homes, Inc., a Wisconsin corporation (BadgerBloX). BadgerBloX is a container conversion company based outside Green Bay, Wisconsin, that specializes in transforming cargo containers into homes, hunting cabins, and portable office and workspace units. BadgerBloX offers entry-level, mid-level and upgraded high-end conversion options to cater to the specific requirements of each customer. Our Board of Directors has adopted the business plan of BadgerBloX as the primary focus of our future business operations.

BadgerBloX – Period From Inception (March 1, 2023) through March 20, 2023 (the “Organizational Period”). During the Organizational Period, BadgerBloX engaged in organizational activities, including the development of its complete business plan to enter the container conversion business. Specifically, BadgerBloX completed its informational website and the design of its planned container conversion facility. Since the end of the Organizational Period, BadgerBloX has been engaged in product design efforts, in the sourcing of outside vendors for building materials and actively seeking pre-orders for custom builds of products. To date, however, no pre-orders have been received.

Nine Months Ended September 30, 2024 and 2023, Pro Forma. On a combined basis during the three months ended March 31, 2023 and 2022, our company and BadgerBloX generated no revenues and experienced a net loss of $12,524 (unaudited), due to our company’s net loss of $8,762 (unaudited) and the net loss of BadgerBloX of $3,762 (unaudited).

Years Ended December 31, 2023 and 2022. During the year ended December 31, 2022, we were a “shell company” and, as such, had no operations.

During the year ended December 31, 2023, we were an inactive “shell company” from January 1, 2023, through our March 20, 2023, acquisition of BadgerBloX and, as such, had no operations. For the entire year ended December 31, 2023, our operating results reflect our acquisition of BadgerBloX, though we generated no revenues and incurred a total of $102,639 (unaudited) in operating expenses. Operating expenses were comprised of $2,050 (unaudited) in advertising expense, $16,935 (unaudited) in construction expense, $4,975 (unaudited) in general and administrative expense, $5,359 (unaudited) in insurance expense, $19,739 (unaudited) in legal and professional fees, $40,895 (unaudited) in consulting and contractor fees, $9,545 (unaudited) in supplies expense and $3,141 (unaudited) in utilities expense, resulting in a loss from operations of $102,639 (unaudited). In addition, we incurred total other expense of $3,806 (unaudited), which was comprised of $1 (unaudited) in interest income and $1,576 (unaudited) in property tax credit, which was offset by $5,383 (unaudited) in interest expense, resulting in a net loss of $106,445 (unaudited).

Year Ended December 31, 2022, Pro Forma. On a combined basis during the year ended December 31, 2022, our company and BadgerBloX generated no revenues and experienced a net loss of $-0- (unaudited).

Plan of Operation

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

BadgerBloX’s operations will involve the conversion of cargo containers into homes, hunting cabins, and portable office and workspace units. BadgerBloX’s LynX linking technology will allow for the creation of multiple connected containers, enabling larger overall living and similar spaces. It will also provide installation services and post-installation support to ensure customer satisfaction.

During the third quarter of 2023, BadgerBloX expects to move into a manufacturing facility located in Gillett, Wisconsin, assuming pending county zoning approvals are obtained. Following the move into this new facility, minor renovations will be necessary to customize the space to the production requirements, as well as the purchase of specialty tools and equipment needed for product production. BadgerBloX will also purchase needed raw materials to build stock and custom container conversion products. In conjunction with these efforts, BadgerBloX intends to initiate a sales and marketing strategy comprised primarily of online digital advertising. To begin production, we will be required to obtain approximately $150,000 in funding from this offering, or otherwise. There is no assurance that we will be able to obtain needed funding.

Should we secure needed funding, including through this offering, BadgerBloX anticipates generating increased revenues over the next 24 months. We plan to reinvest profits, if any, in addition to other capital infusions, in expanding its product line, marketing, and hiring additional staff to support its growth. BadgerBloX aims to achieve a growing market share in the container conversion industry.

Financial Condition, Liquidity and Capital Resources

Our Company – Septmember 30, 2024. At September 30, 2024, we had $6,749 (unaudited) in cash, a working capital deficit of $296,446 (unaudited) and notes payable of $303,195 (unaudited). We will have no way of paying these liabilities, unless and until we obtain additional capital, including in this offering. There is no assurance that we will be successful in obtaining such additional capital.

Should we fail to pay the sum of $190,000 by February 2025 to party from whom BadgerBloX purchased its manufacturing facility, we would be in default on such note. We do not currently possess funds sufficient to make such payment and there is no assurance that we will obtain such funds in time to make such payment.

Following our acquisition of BadgerBloX, our company’s current cash position is not adequate for our company to maintain its present level of operations through the remainder of 2023. We must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

BadgerBloX – March 20, 2023. At March 20, 2023, the date of our acquisition of BadgerBloX, BadgerBlox had no cash and no working capital.

December 31, 2022, Pro Forma. On a combined basis, our company and BadgerBloX had no cash and no working capital.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

Capital Expenditures

We made no capital expenditures during the years ended December 31, 2023 and 2022. We do not expect to make capital expenditures during the next twelve months.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth certain information concerning our company’s sole officer and director.

Name		Age		Position(s)
Stephen W. Carnes		60		Chief Executive Officer, Chief Financial Officer, Secretary and Director

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office.

Certain information regarding the backgrounds of our sole officer and director is set forth below.

Stephen W. Carnes has served our company as its sole officer and director since March 2023. Since 2015, Mr. Carnes has owned Odurro LLC, a business consulting firm. Since 2018, he has served as manager of Greene Concepts, Inc., a bottling and beverage company (trading symbol: INKW). Since 2020, Mr. Carnes has served as President and Director of Aqua Power Systems, Inc., a logistics and transportation solutions company (trading symbol: APSI). Since March 2023, he has served as CEO and Director of Tocca Life Holdings, Inc., a rock climbing facility operator (trading symbol: TLIF). Mr. Carnes earned a B.S. degree in Business Administration from Indiana University–Purdue University Fort Wayne, Fort Wayne, Indiana.

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our sole officer and director, his other business interests and his involvement in our company.

Corporate Governance and Director Independence

Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

As with most small, early-stage companies until such time as our company further develops our business, achieves a revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board.

Our sole director is not independent. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Stephen W. Carnes, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. Carnes collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

Our Board of Directors has not adopted a Code of Ethics.

EXECUTIVE COMPENSATION

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Name and Principal Position

Year

Ended

12/31

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity Incentive Plan Compensation

($)

Non-qualified

Deferred

Compensation

Earnings

($)

All Other Compensation

($)

Total

($)

Stephen W. Carnes (1)

Chief Executive Officer

2023

2022

—

Kareem Mansour

Form Chief Executive Officer

2023

2022

—

(1)

Mr. Carnes did not become our Chief Executive Officer until March 2023.

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested (#)

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested ($)

Stephen W. Carnes

—

N/A

—

Outstanding Equity Awards

During the years ended December 31, 2023 and 2022, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Our directors receive no compensation for their serving as directors of our company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof.

		Share Ownership Before This Offering			Share Ownership After This Offering
Name of Shareholder		Number of Shares Beneficially Owned		% Beneficially Owned(1)	Number of Shares Beneficially Owned		% Beneficially Owned(2)	Effective Voting Power
Common Stock
Executive Officers and Directors
Stephen Carnes		1,000,000,000	(3)	40.26%	1,000,000,000	(3)	9.54%	*See Note 4*
Officers and directors, as a group (1 person)		1,000,000,000	(3)	40.26%	1,000,000,000	(3)	9.54%	*and Note 6*

Special 2021 Class A Preferred Stock⁽³⁾⁽⁴⁾
Stephen W. Carnes⁽⁵⁾		1		100%	1		100%
(1)	Based on 2,483,994,694 shares outstanding, which includes 1,000,000,000 unissued shares that underlie currently convertible instruments, before this offering.
(2)	Based on 10,483,994,694 shares outstanding, which includes 1,000,000,000 unissued shares that underlie currently convertible instruments, assuming the sale of all of the Offered Units, after this offering.
(3)	None of these shares has been issued, but underlie the single share of Special 2021 Series A Preferred Stock, which is convertible into 1,000,000,000 shares of our common stock at any time.
(4)	The single share of Special 2021 Series A Preferred Stock has the voting rights equal to 60% of all shares eligible to vote. (See Note 4).
(5)	The single share of Special 2021 Series A Preferred Stock may be converted, at any time, into 1,000,000,000 shares of our common stock (See “Description of Securities—Special 2021 Series A Preferred Stock—Conversion Rights”).
(6)	Due to the superior voting rights of the Special 2021 Series A Preferred Stock, Mr. Carnes will be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Change in Control

On March 2, 2023, there occurred a change in control of our company. On such date, Lucky Pony, LLC, a company owned by our sole officer and director, Stephen W. Carnes, purchased the single outstanding share of our Special 2021 Series A Preferred Stock from Kareem Mansour, the control person of the Custodian, for $75,000 in cash. Mr. Carnes was appointed as our sole officer and director effective at the closing of such transaction.

Loans From Director

Beginning on February 23, 2023, we issued a demand note to Stephen W. Carnes, our sole officer and director, who periodically advances monies to our company for operating expenses. This demand note accumulates as monies are advanced. The note has no interest obligations and is not convertible into capital stock and does not have a maturity date. During the year ended December 31, 2023, Mr. Carnes advanced a total of $128,195 and, during this same year, we repaid Mr. Carnes the sum of $40,000. At September 30, 2024, the balance due to Mr. Carnes was $78,195.

On December 4, 2023, we issued a demand note in the amount of $10,000 to Tocca Life Holdings, Inc., an entity controlled by Mr. Carnes. During the nine months ended September 30, 2024, this entity loaned us an additional $5,000 to pay our operating expenses. The note has no interest obligations and is not convertible into capital stock and does not have a maturity date. At September 30, 2024, the balance due to this related party is $15,000.

LEGAL MATTERS

Certain legal matters with respect to the Offered Units offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

	Page
GEMZ Corp. NV

Unaudited Financial Statements for the Nine Months Ended September 30, 2024 and 2023

Balance Sheets at September 30, 2024 (unaudited), and December 31, 2023 (unaudited)	F-1
Statements of Operations For the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-2
Statements of Changes in Stockholders’ Equity (Deficit) For the Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-3
Statements of Cash Flows For the Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-4
Notes to Unaudited Financial Statements	F-5

Unaudited Financial Statements for the Years Ended December 31, 2023 and 2022

Balance Sheets at December 31, 2023 and 2022 (unaudited)	F-13
Statements of Operations For the Years Ended December 31, 2023 and 2022 (unaudited)	F-14
Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2023 and 2022 (unaudited)	F-15
Statements of Cash Flows For the Years Ended December 31, 2023 and 2022 (unaudited)	F-16
Notes to Unaudited Financial Statements	F-17

BadgerBloX Homes, Inc.

Unaudited Financial Statements for the Period from Inception (March 1, 2023) Through March 20, 2023

Balance Sheet at March 20, 2023 (unaudited)	F-25
Statement of Operations for the Period from Inception (March 1, 2023) Through March 20, 2023 (Unaudited)	F-26
Statement of Changes in Stockholders’ Equity (Deficit) For the Period from Inception (March 1, 2023) Through March 20, 2023 (unaudited)	F-27
Statement of Cash Flows For the Period from Inception (March 1, 2023) Through March 20, 2023 (unaudited)	F-28
Notes to Unaudited Financial Statements	F-29

Unaudited Pro Forma Financial Statements

Unaudited Pro Forma Balance Sheet at December 31, 2022	F-30
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2022	F-31
Notes to Unaudited Pro Forma Financial Statements	F-32

GEMZ CORP. NV

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	3,324		$	6,749
Accounts receivable		2,000			–
Total Current Assets		5,324			6,749
Investment in consolidated subsidiary - BadgerBloX		20,000			20,000
Land		240,000			240,000
Total Assets	$	265,324		$	266,749

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIENCY)

Current Liabilities	$	–		$	–
Total Current Liabilities		–			–

Note payable (land)		190,000			190,000
Note payable		–			15,000
Note payable - related parties		93,195			98,195
Total Liabilities		283,195			303,195

Stockholders’ Equity (Deficiency)
Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		–			–
Special 2021 Series A Preferred Stock, $0.001 par value 1 share authorized, 1 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		1			1
Common stock, $0.001 par value; 10,000,000,000 shares authorized, 1,483,994,694 and 958,994,694 issued and outstanding, at September 30, 2024 and December 31, 2023, respectively.		1,483,995			958,995
Additional paid-in capital		70,926,176			71,346,176
Accumulated deficit		(72,428,043	)		(72,341,618	)
Total Stockholders' Equity (Deficit)		(17,871	)		(36,446	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	265,324		$	266,749

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

F-1

GEMZ CORP. NV

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	5,750		$	–		$	7,750		$	–
Operating Expenses
Construction		800			–			9,761			–
Consultants & contractors		17,100			–			42,000			–
General and administrative		4,713			22,086			9,931			24,977
Legal & professional fees		2,000			19,362			8,000			43,119
Property taxes		–			–			1,579			–
Repairs & maintenance		–			–			97			–
Supplies		516			–			4,292			–
Utilities		612			–			3,204			–
Total Operating Expenses		25,714			41,448			82,064			68,096
Profit (Loss) from Operations		(19,991	)		(41,448	)		(74,314	)		(68,096	)
Other Income (Expense)
Interest income		1			1			1			1
Property tax credit at closing		–			1,576			–			1,576
Interest expense		(4,037	)		(1,346	)		(12,112	)		(1,346	)
Total Other Income (Expense)		(4,036	)		231			(12,111	)		231
Net Loss Before provision for Income Taxes		(24,027	)		(41,217	)		(86,425	)		(67,865	)
Provision for Income Taxes		–			–			–			–
Net Loss	$	(24,027	)	$	(41,217	)	$	(86,425	)	$	(67,865	)

Net Profit (Loss) Per Share: Basic and Diluted	$	0		$	0		$	0		$	0

Weighted Average Number of Shares Outstanding: Basic and Diluted		1,483,994,694			891,302,386			1,291,778,577			6,101,624,694

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

F-2

GEMZ CORP. NV

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Nine Months Ended September 30, 2024 and 2023

	Series A Preferred Stock				Special 2021 Series A Preferred Stock				Common Stock
			Amount				Amount				Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		$		Shares		$		Shares		$		$			$			($)
Balance December 31, 2022		–		–		1		–		818,994,694		818,995		71,416,176			(72,235,171	)		–
Net Loss		–		–		–		–		–		–		–			–			(8,762	)
Balance March 31, 2023		–		–		1		–		818,994,694		818,995		71,416,176			–			(8,762	)
Rounding		–		–		–		–		–		–		–			–			1
Net Loss		–		–		–		–		–		–		–			(8,762	)		(17,887	)
Balance June 30, 2023		–		–		1		–		818,994,694		818,995		71,416,176			(72,243,933	)		(26,648	)
Issuance of shares for subscription agreements		–		–		–		–		140,000,000		140,000		(70,000	)		–			70,000
Net Loss		–		–		–		–		–		–		–			(41,217	)		(41,217	)
Balance September 30, 2023		–		–		1		–		958,994,694		958,994		71,346,176			(72,303,037	)		2,135

	Series A Preferred Stock				Special 2021 Series A Preferred Stock				Common Stock
			Amount				Amount				Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		$		Shares		$		Shares		$		$			$			($)
Balance December 31, 2023		–		–		1		–		958,994,694		958,994		71,346,176			(72,341,618	)		(36,446	)
Rounding		–		–		–		–		–		–		(1	)		2			1
Issuance of shares for subscription agreements		–		–		–		–		225,000,000		225,000		(180,000	)		–			45,000
Net Loss		–		–		–		–		–		–		–			(39,175	)		(39,175	)
Balance March 31, 2024		–		–		1		–		1,183,994,694		1,183,995		71,166,175			(72,380,791	)		(30,620	)
Rounding		–		–		–		–		–		–		1			(2	)		(1	)
Issuance of shares for subscription agreements		–		–		–		–		300,000,000		300,000		(240,000	)		–			60,000
Net Loss		–		–		–		–		–		–		–			(23,223	)		(23,223	)
Balance June 30, 2024		–		–		1		–		1,483,994,694		1,483,995		70,926,176			(72,404,016	)		6,156
Net Loss		–		–		–		–		–		–		–			(24,027	)		(24,027	)
Balance September 30, 2024		–		–		1		–		1,483,994,694		1,483,995		70,926,176			(72,428,043	)		(17,871	)

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

F-3

GEMZ CORP. NV

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flows from Operating Activities:
Net loss	$	(86,425	)	$	(67,865	)
Adjustments to reconcile net loss to net cash used in operations
Changes in operating assets and liabilities:
Investment in consolidated subsidiary		–			(20,000	)
Accounts receivable		(2,000	)		–
Net Cash Provided by (Used in) Operating Activities		(88,425	)		(87,865	)

Cash Flows From Investing Activities:		–			(10,000	)
Deposit on land
Net Cash Used in Investing Activities		–			(10,000	)

Cash Flows From Financing Activities:
Note payable – land		–			190,000
Notes payable – related parties		(5,000	)		89,957
Notes payable – other		(15,000	)		–
Proceeds from sale of common stock		105,000			70,000
Net Cash Provided by Financing Activities		85,000			349,957

Net Increase (Decrease) in Cash		(3,425	)		22,092

Cash at Beginning of Period		6,749			–

Cash at End of Period	$	3,324		$	22,092

Supplemental disclosure of cash flow information:
Cash paid for interest	$	12,112		$	1,346

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

F-4

GEMZ CORP. NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 and 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

GEMZ Corp. (the “Company”, “we”, “us” or “our”), a Nevada corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol GMZP. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2008 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On May 18, 2021, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on June 3, 2021. The Company’s Nevada charter was reinstated on June 21, 2021, and all required reports were filed with the State of Nevada soon after. The Company remains inactive as of the date of this report and is currently taking steps to provide adequate current public information to meet the requirements under the Securities Act of 1933. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the equity section of the unaudited financial statements for the years ended December 31, 2022 and 2021. The issuer was incorporated in the State of Colorado as Advanced Ceiling Supplies Corp. on August 9, 1995. The issuer completed a reverse merger with United Ventures Group, Inc., a Nevada corporation, on April 7, 2000, and changed its name to United Ventures Group, Inc. United Ventures Group, Inc. was originally incorporated as Travelnet International Corp, in the State of Nevada in May 1996 and changed its name to United Ventures Group, Inc. in October 1998. In October 2000, the issuer amended its Articles of Incorporation to change its name to American Jewelry Corp. In July 2002, the issuer amended its Articles of Incorporation to change its name to MSM Jewelry Corp. In October 2002, the issuer amended its Articles of Incorporation to change its name to GEMZ Corp. in October 2003. On April 27, 2021, SSM Monopoly Corporation, a shareholder of the Company, served a demand to the Company, at the last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. On May 18, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of GEMZ CORP., a Nevada corporation” under case number A-21-834775-C by SSM Monopoly Corporation, along with an Application for Appointment of Custodian, after several attempts to locate prior management and reinstate the Company’s Nevada charter, which had been revoked. On June 3, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of SSM Monopoly Corporation LLC (the “Order”), as Custodian of the Company. Pursuant to the Order, the SSM Monopoly Corporation (the “Custodian”) has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter. On June 4, 2021, the Custodian appointed Kareem Mansour as the Company’s sole officer and director. On February 23, 2023, Kareem Mansour sold his controlling interest in a private transaction to Stephen W. Carnes, the now current sole director and president and CEO of the Company. In connection with the change in control on February 23, 2023, the Company acquired a business entity operating under the name BadgerBloX Homes, Inc., a Wisconsin corporation (“BadgerBloX”). BadgerBloX specializes in the development of living and working space solutions crafted from repurposing shipping containers.

Operations will include working with customers to create a custom living/working space that will fit their needs. This will involve a design process that will be determined based on the client’s project location, timeline, budget, and local ordinances.

Manufacturing will consist of utilizing ‘select’ new or used shipping containers of various sizes, purchased from 3rd parties, and building it according to the specific plans and requirements laid out by the customers and the design drawings. This may or may not include custom built cabinetry, pre-manufactured cabinetry, composite or non composite materials. Electrical, plumbing and HVAC will also be completed in-house using correct materials that will adhere to specific city, county, and state codes.

BadgerBloX will also offer post build services such as setup, or working with local contractors for water, sewer, power hookup as well as pre delivery support such as grading and landscaping.

F-5

BadgerBloX other operations of business will be to provide “for rent” storage solutions using “select” used shipping containers refurbished for commercial or general public storage needs. The Company will also provide delivery and pickup of the storage units.

BadgerBloX recognizes that the key to success lies in the Company’s ability to effectively coordinate their sales and marketing activities. BadgerBloX will develop a comprehensive strategy to reach and engage potential customers, using a variety of channels and strategies.

The Company will establish a presence on multiple social media platforms, including Facebook, Twitter, and Instagram. By regularly posting updates on the Company’s latest products and projects, showcasing customer testimonials, and sharing industry news and trends, BadgerBloX aims to build trust and credibility with their audience and generate leads and sales.

The Company plans to build a database of prospective customers and regularly send out targeted email campaigns to these individuals. These campaigns include information about new products, promotions, and upcoming events, as well as helpful resources like tips and advice for those interested in shipping container conversions. By nurturing these leads and providing valuable information, the Company hopes to convert interested prospects into satisfied customers.

In addition to social media and email marketing, the Company plans to leverage traditional advertising methods to raise awareness of their products and services. They will place ads in relevant industry publications and websites, as well as local newspapers and magazines. This approach will help to attract potential customers who may not have discovered BadgerBloX through other channels.

The Company is committed to developing a well-rounded approach to sales and marketing. By leveraging social media, email marketing, and traditional advertising methods, they hope to reach and engage with a wide audience of potential customers. Through their consistent efforts and commitment to quality, BadgerBloX aims to establish themselves as a trusted and reputable provider of shipping container conversions. On May 18, 2023, the Company’s wholly owned subsidiary BadgerBloX entered into a real estate purchase agreement to acquire a property in Gillett, Wisconsin. The property consists of both land and building which contains both office space and warehouse production space. The Company anticipates utilizing the property as BadgerBloX’s headquarters and primary production facility. The purchase agreement is conditional upon local government regulatory approval of intended use at an upcoming review committee hearing.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated only nominal revenues to date and at September 30, 2024, has an accumulated deficit of $72,428,043 and a working capital $25,324. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

Management plans to identify adequate sources of funding to provide operating capital for continued growth. In its continued efforts to raise capital, during the three and nine months ended September 30, 2024, the Company sold a total 0 and 300,000,000 shares of its common stock on subscription agreements associated with the Company’s Reg A offering, respectively; this resulted in total proceeds to the Company during the three and nine months ended September 30, 2024, of $0 and $60,000, respectively.

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

F-6

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principals of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents”, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

F-7

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at September 30, 2024.

Financial Instruments

“Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

Long-lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

F-8

Property and Equipment

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years). As of September 30, 2024, the Company did not have any Fixed Assets.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. The Company leases office space from an entity that is controlled by the CEO and a Director of the Company.

Stock-Based Compensation

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. As of September 30, 2024, the Company did not have any stock-based transactions.

Earnings (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

Forgiveness of Indebtedness

The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expires or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished.

F-9

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, current liabilities, and long-term liabilities on our consolidated balance sheets.

When the Company initiates a lease, we will record the transaction in accordance with ASC 840.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

NOTE 4 – INVESTMENT IN CONSOLIDATED SUBSIDIARY

On February 23, 2023, coincidental to the change of control, the Company made an investment to acquire 100% of the assets of BadgerBloX, now a wholly-owned subsidiary of the Company. This developmental stage business, as described in Note 1, is working to fulfill its business plan.

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Beginning on February 23, 2023, the Company issued a demand note to an officer of the Company who will periodically advance monies to the Company for operating expenses. This demand note will accumulate as monies are advanced. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. During the year ended December 31, 2023, the officer has advanced a total of $128,195, and during this same year, the Company has repaid the officer $40,000. During the three and nine months ended September 30, 2024, this entity extended an additional $5,000 and $10,000, respectively to cover operating expenses for the Company; in addition, during the three and nine months ended September 30, 2024, the Company repaid $0 and $20,000, respectively to this entity. The Company will continue to repay this related party as is economically feasible for the Company to do so without it causing significant burden to the Company. At September 30, 2024, the balance due this related party is $78,195.

On March 31, 2023, the Company issued a demand note to an officer of the Company who has advanced monies to the Company’s wholly-owned subsidiary (BadgerBlox) for operating expenses from inception of the subsidiary through December 31, 2023. This demand note will accumulate as monies are advanced. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. During the year ended December 31, 2023, the officer of the Company advanced a total of $8,262, and during that same year, the Company repaid the related party a total of $8,262. At September 30, 2024, the balance due to this related party is $0.

On December 4, 2023, the Company issued a demand note to a related party, an entity controlled by the director of the Company, in the amount of $10,000. During the three and nine months ended September 30, 2024, this entity extended an additional $0 and $5,000, respectively to cover operating expenses for the Company. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. At September 30, 2024, the balance due to this related party is $15,000.

F-10

NOTE 6 – NOTES PAYABLE

On May 18, 2023, the Company’s wholly owned subsidiary BadgerBloX entered into a real estate purchase agreement to acquire a property in Gillett, Wisconsin. The property consists of both land and building which contains both office space and warehouse production space. On August 11, 2023 the Company completed the purchase of the property. The acquisition price of the property was $240,000, and the Company has been provided title to this property. The prior owner is holding a note on the land, and the Company has agreed to make interest only payments for 18 months. At closing the prior deposit of $10,000 was credited to the note balance, and the Company paid an additional $40,000 towards the principal amount due. At September 30, 2024, the total outstanding principal balance is $190,000.

On May 24, 2023, the Company issued a demand note to Leo’s New Company in the amount of $15,000 used for operating capital to include making the deposit for a land acquisition. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. The Company will repay the party at such time as is economically feasible for the Company to do so without it causing significant burden to the Company. During the three and nine months ended September 30, 2024, the Company repaid $7,500 and 47,500, respectively. At September 30, 2024, the balance due is $0.

NOTE 7 – SHAREHOLDERS’ EQUITY

Common Stock

The Company has 6,300,000,000 authorized common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On May 11, 2022, the custodianship was discharged in Clark County District Court. Upon the discharge, 5,282,630,000 shares were ordered cancelled by the Court Order. On July 21, 2022, the 5,282,630,000 common shares were cancelled and removed by Pacific Stock Transfer, the Company’s transfer agent.

On August 14, 2023, the Company sold a total 140,000,000 shares of its common stock to two parties (70,000,000 shares each) for a total of $70,000 ($35,000 each party), on subscription agreements associated with the Company’s Reg A offering.

On January 10, 2024, the Company sold a total 75,000,000 shares of its common stock to an investor for a total of $15,000 on a subscription agreements associated with the Company’s Reg A offering.

On February 16, 2024, the Company sold a total 75,000,000 shares of its common stock to an investor for a total of $15,000 on a subscription agreements associated with the Company’s Reg A offering.

On February 20, 2024, the Company sold a total 75,000,000 shares of its common stock to an investor for a total of $15,000 on a subscription agreements associated with the Company’s Reg A offering.

On April 24, 2024, the Company sold a total 100,000,000 shares of its common stock to an investor for a total of $20,000 on a subscription agreements associated with the Company’s Reg A offering.

F-11

On June 10, 2024, the Company sold a total 100,000,000 shares of its common stock to an investor for a total of $20,000 on a subscription agreements associated with the Company’s Reg A offering.

On June 20, 2024, the Company sold a total 100,000,000 shares of its common stock to an investor for a total of $20,000 on a subscription agreements associated with the Company’s Reg A offering.

There were 1,483,994,694 common shares issued and outstanding at September 30, 2024.

Preferred Stock

The Company is authorized to issue a total of 5,000,001 shares of preferred stock with a par value of $0.001 per share, of which 5,000,000 shares are designated as Series A Preferred Stock, and 1 share is designated as Special 2021 Series A Preferred Stock.

On June 4, 2021, the court-appointed Custodian issued to itself seven hundred thousand (700,00) shares of Series A Preferred Stock for custodian services. On June 4, 2021, by Unanimous Written Consent of the Board of Directors and a majority vote of the shareholders of the Series A Preferred Stock, the Company authorized a 1 for 2,000,001 reverse stock split of the Company’s Series A Preferred Stock with an effective date of June 4, 2021. No fractional shares were issued, leaving zero (0) shares of Series A Preferred Stock being issued and outstanding.

On June 4, 2021, the Custodian designated one share of preferred stock as Special 2021 Series A Preferred Stock at par value of $0.001. The Special 2021 Series A Preferred has 60% voting rights over all classes of stock and is convertible into 1,000,000,000 shares of the Company’s common stock.

On June 4, 2021, the Custodian granted to itself, one share of preferred stock, Special 2021 Series A Preferred Stock at par value of $0.001. This 1 share of Special 2021 Series A Preferred Stock has been transferred to the current President and CEO of the Company as part of the change of control which occurred on February 23, 2023.

At September 30, 2024, there are no Series A Preferred shares issued and outstanding.

At September 30, 2024, there is one (1) share of the Special 2021 Series A Preferred share issued and outstanding.

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation, there are no material events that have occurred that require further disclosure.

F-12

GEMZ CORP. NV

Consolidated Balance Sheets

(unaudited)

	December 31, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	6,749		$	–
Accounts receivable		–			–
Total Current Assets		6,749			–

Investment in consolidated subsidiary - BadgerBloX		20,000			–
Land		240,000			–
Total Assets	$	266,749		$	–

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIENCY)

Current Liabilities		–			–
Total Current Liabilities		–			–

Note payable (land)	$	190,000		$	–
Note payable		15,000			–
Note payable - related parties		98,195			–
Total Liabilities		303,195			–

Stockholders’ Equity (Deficiency)
Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none Issued and outstanding at December 31, 2023 and 2022, respectively.		–			–
Special 2021 Series A Preferred Stock, $0.001 par value 1 share authorized, 1 issued and outstanding at December 31, 2023 and 2022, respectively.		1			1
Common stock, $0.001 par value; 10,000,000,000 shares authorized, 958,994,694 and 818,994,694 issued and outstanding, at December 31, 2023 and 2022 respectively.		958,995			818,994
Additional paid-in capital		71,346,176			71,416,176
Accumulated deficit		(72,341,618	)		(72,235,171	)
Total Stockholders' Equity (Deficit)		(36,446	)		–
Total Liabilities and Stockholders’ Equity (Deficit)	$	266,749		$	–

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

F-13

GEMZ CORP. NV

Consolidated Statements of Operations

(unaudited)

	Year Ended December 31,
	2023			2022
Revenue	–			–
Operating Expenses					–
Advertising	$	2,050		$	–
Construction		16,935			–
General and administrative		4,975			–
Insurance		5,359			–
Legal & professional fees		19,739			–
Consultants & contractors		40,895			–
Supplies		9,545			–
Utilities		3,141			–
Total Operating Expenses		102,639			–
Profit (Loss) from Operations		(102,639	)		–
Other Income (Expense)					–
Interest expense		(5,383	)		–
Interest income		1			–
Property tax credit		1,576			–
Total Other Income (Expense)		(3,806	)		–
Net Loss Before provision for Income Taxes		(106,445	)		–
Provision for Income Taxes		–			–
Net Loss	$	(106,445	)	$	–

Net Profit (Loss) Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Shares Outstanding: Basic and Diluted		872,456,232			818,994,694

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

F-14

GEMZ CORP. NV

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2023 and 2022

(unaudited)

Series A
Preferred Stock

Special 2021
Series A Preferred Stock

Common Stock

Amount

Additional
Paid-in
Capital

Accumulated Deficit

Total
Stockholders’
Equity (Deficit)

($)

Balance December 31, 2021

–

6,101,624,694

6,101,625

66,133,546

(72,235,171

)

–

Cancellation of Shares

–

(5,282,630,000

)

(5,282,630

)

–

Net Loss

–

Balance December 31, 2022

–

818,994,694

818,995

71,416,176

(72,235,171

)

–

Series A

Preferred Stock

Special 2021

Series A Preferred Stock

Common Stock

Amount

Additional

Paid-in

Capital

Accumulated Deficit

Total

Stockholders’

Equity (Deficit)

Shares

($)

Balance December 31, 2022

–

818,994,694

818,995

71,416,176

(72,235,171

)

–

Rounding

–

Issuance of shares for subscription agreements

–

140,000,000

140,000

(70,000

)

–

70,000

Net Loss

–

(106,447

)

(106,447

)

Balance December 31, 2023

–

958,994,694

958,995

71,346,176

(72,341,618

)

36,446

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

F-15

GEMZ CORP. NV

Consolidated Statements of Cash Flows

(unaudited)

	Year Ended December 31,
	2023			2022
Cash flows from Operating Activities:
Net loss	$	(106,445	)	$	–
Adjustments to reconcile net loss to net cash used in operations
Changes in operating assets and liabilities:
Investment in consolidated subsidiary		(20,000	)		–
Net Cash Provided by (Used in) Operating Activities		(126,445	)		–

Cash Flows From Investing Activities:
Land		(240,000	)		–
Net Cash Used in Investing Activities		(240,000	)		–

Cash Flows From Financing Activities:
Note payable – land		(190,000	)		–
Proceeds from note payable		15,000			–
Proceeds from notes payable – related parties		98,194			–
Proceeds from sale of common stock		70,000			–
Net Cash Provided by Financing Activities		373,194			–

Net Increase (Decrease) in Cash		6,749			–

Cash at Beginning of Period		–			–

Cash at End of Period	$	6,749		$	–

Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,383		$	–
Cash paid for interest	$	(1,577	)	$	–

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

F-16

GEMZ CORP. NV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 and 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

GEMZ Corp. NV (the “Company”, “we”, “us” or “our”), a Nevada corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol GMZP. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2008 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On May 18, 2021, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on June 3, 2021. The Company’s Nevada charter was reinstated on June 21, 2021, and all required reports were filed with the State of Nevada soon after. The Company remains inactive as of the date of this report and is currently taking steps to provide adequate current public information to meet the requirements under the Securities Act of 1933. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the equity section of the unaudited financial statements for the years ended December 31, 2022 and 2021. The issuer was incorporated in the State of Colorado as Advanced Ceiling Supplies Corp. on August 9, 1995. The issuer completed a reverse merger with United Ventures Group, Inc., a Nevada corporation, on April 7, 2000, and changed its name to United Ventures Group, Inc. United Ventures Group, Inc. was originally incorporated as Travelnet International Corp, in the State of Nevada in May 1996 and changed its name to United Ventures Group, Inc. in October 1998. In October 2000, the issuer amended its Articles of Incorporation to change its name to American Jewelry Corp. In July 2002, the issuer amended its Articles of Incorporation to change its name to MSM Jewelry Corp. In October 2002, the issuer amended its Articles of Incorporation to change its name to GEMZ Corp. in October 2003. On April 27, 2021, SSM Monopoly Corporation, a shareholder of the Company, served a demand to the Company, at the last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. On May 18, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of GEMZ CORP., a Nevada corporation” under case number A-21-834775-C by SSM Monopoly Corporation, along with an Application for Appointment of Custodian, after several attempts to locate prior management and reinstate the Company’s Nevada charter, which had been revoked. On June 3, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of SSM Monopoly Corporation LLC (the “Order”), as Custodian of the Company. Pursuant to the Order, the SSM Monopoly Corporation (the “Custodian”) has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter. On June 4, 2021, the Custodian appointed Kareem Mansour as the Company’s sole officer and director. On February 23, 2023, Kareem Mansour sold his controlling interest in a private transaction to Stephen W. Carnes, the now current sole director and president and CEO of the Company. In connection with the change in control on February 23, 2023, the Company acquired a business entity operating under the name BadgerBloX Homes, Inc., a Wisconsin corporation (“BadgerBloX”). BadgerBloX specializes in the development of living and working space solutions crafted from repurposing shipping containers.

F-17

BadgerBloX will also offer post build services such as setup, or working with local contractors for water, sewer, power hookup as well as pre delivery support such as grading and landscaping.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated no revenues to date and at December 31, 2023 has an accumulated deficit of $72,341,618. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

Management plans to identify adequate sources of funding to provide operating capital for continued growth. On August 14, 2023, the Company sold a total 140,000,000 shares of its common stock to two parties (70,000,000 shares each) for a total of $70,000 ($35,000 each party), on subscription agreements associated with the Company’s Reg A offering.

F-18

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Principals of Consolidation

Cash and Cash Equivalents

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

F-19

Deferred Income Taxes and Valuation Allowance

Financial Instruments

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

Long-lived Assets

F-20

Property and Equipment

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years). As of December 31, 2023, the Company did not have any Fixed Assets.

Related Parties

Stock-Based Compensation

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. As of December 31, 2023, the Company did not have any stock-based transactions.

Earnings (loss) per share

Forgiveness of Indebtedness

F-21

Leases

When the Company initiates a lease, we will record the transaction in accordance with ASC 840.

Recently Issued Accounting Pronouncements

NOTE 4 – INVESTMENT IN CONSOLIDATED SUBSIDIARY

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Beginning on February 23, 2023, the Company issued a demand note to an officer of the Company who will periodically advance monies to the Company for operating expenses. This demand note will accumulate as monies are advanced. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. During the year ended December 31, 2023, the officer has advanced a total of $128,195, and during this same year, the Company has repaid the officer $40,000. The Company will continue to repay the related party at such time as is economically feasible for the Company to do so without it causing significant burden to the Company. At December 31, 2023, the balance due this related party is $88,195.

On March 31, 2023, the Company issued a demand note to an officer of the Company who has advanced monies to the Company’s wholly-owned subsidiary (BadgerBlox) for operating expenses from inception of the subsidiary through December 31, 2023. This demand note will accumulate as monies are advanced. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. During the year ended December 31, 2023, the officer of the Company advanced a total of 8,262, and during that same year, the Company repaid the related party a total of $8,262. At December 31, 2023, the balance due to this related party is $0.

On December 4, 2023, the Company issued a demand note to a related party, an entity controlled by the director of the Company, in the amount of $10,000. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. At December 31, 2023, the balance due to this related party is $10,000.

F-22

NOTE 6 – NOTES PAYABLE

On May 18, 2023, the Company’s wholly owned subsidiary BadgerBloX entered into a real estate purchase agreement to acquire a property in Gillett, Wisconsin. The property consists of both land and building which contains both office space and warehouse production space. On August 11, 2023 the Company completed the purchase of the property. The acquisition price of the property was $240,000, and the Company has been provided title to this property. The prior owner is holding a note on the land, and the Company has agreed to make interest only payments for 18 months. At closing the prior deposit of $10,000 was credited to the note balance, and the Company paid an additional $40,000 towards the principal amount due. At December 31, 2023, the total outstanding principal balance is $190,000.

On May 24, 2023, the Company issued a demand note to Leo’s New Company in the amount of $15,000 used for operating capital to include making the deposit for a land acquisition. The note has no interest obligations and is not convertible into the Company’s stock and does not have a maturity date. The Company will repay the party at such time as is economically feasible for the Company to do so without it causing significant burden to the Company. At December 31, 2023, the party has advance a total of $15,000.

NOTE 7 – SHAREHOLDERS’ EQUITY

Common Stock

There were 958,994,694 common shares issued and outstanding at December 31, 2023.

Preferred Stock

F-23

At December 31, 2023, there are no Series A Preferred shares issued and outstanding.

At December 31, 2023, there is one (1) share of the Special 2021 Series A Preferred share issued and outstanding.

NOTE 8 – SUBSEQUENT EVENTS

F-24

BADGERBLOX HOMES, INC.

Balance Sheet

(unaudited)

	3/20/23
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–
Total Current Assets		–
TOTAL ASSETS	$	–

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Notes payable - related party	$	2,762
TOTAL CURRENT LIABILITIES		2,762

STOCKHOLDERS’ EQUITY
Common stock, 1,000 shares authorized, $1.00 par value, 1,000 issued and outstanding at March 20, 2023		1,000
Additional paid-in capital		–
Retained earnings		(3,762	)
Total stockholders’ equity		(2,762	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	–

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

F-25

BADGERBLOX HOMES, INC.

Statements of Operations

(unaudited)

	Period from Inception (3/1/23) Through 3/20/23
Operating expenses
Professional fees	$	550
Stock issued for services		1,000
Licenses and permits		126
Utilities		100
Web development and hosting		1,916
General and administrative expense		70
Total operating expenses		3,762
Profit (loss) from operations		(3,762	)
Profit (loss) before income taxes		(3,762	)
Provision for income taxes		–
Net profit (loss)	$	(3,762	)

Net profit (loss) per common share
Basic and Diluted	$	(3.76	)

Weighted average number of common shares outstanding
Basic and diluted		1,000

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

F-26

BADGERBLOX HOMES, INC.

Statement of Changes in Stockholders’ Equity

For the Period from Inception (March 1, 2023) Through March 20, 2023

(unaudited)

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Retained Earnings			Total Stockholders’ Equity
Balance at March 1, 2023		–	$	–	$	–	$	–		$	–
Common stock issued for cash		1,000		1,000		–		–			1,000
Net profit (loss)		–		–		–		(3,762	)		(3,762	)
Balance at February 28, 2022		1,000	$	1,000	$	–	$	(3,762	)	$	(2,762	)

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

F-27

BADGERBLOX HOMES, INC.

Statement of Cash Flows

(unaudited)

	Period from Inception (3/1/23) Through 3/20/23
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit (loss)	$	(3,762	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services		1,000
Net cash used in operating activities		(2,762	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		–

CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds - related party		2,762
Net cash provided by financing activities		2,762

Net change in cash		–
Cash, beginning of period		–
Cash, end of period	$	–

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

F-28

BADGERBLOX HOMES, INC.

Notes to Unaudited Financial Statements

March 20, 2023

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

BadgerBloX Homes, Inc., aWisconsin corporation, was formed on March 1, 2023, as a privately-held corporation.

The Company is a a container conversion company based outside Green Bay, Wisconsin.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP), and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and are expressed in U.S. Dollars, and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of March 20, 2023.

Recent Accounting Pronouncements

The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – COMMON STOCK

The Company issued 1,000 shares of common stock to a related party in exchange for $1,000 of services.

NOTE 4 – CHANGE IN CONTROL

On March 20, 2023, ownership of Company was sold to GEMZ Corp. NV(“GMZP”), a publicly-traded company. Following this transaction, the Company is a wholly-owned subsidiary of GMZP.

F-29

GEMZ CORP. NV

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma financial statements are based on the historical financial statements of GEMZ Corp. NV (“GMZP”) and BadgerBloX Homes, Inc. (“BadgerBloX”) after giving effect to GMZP’s acquisition of BadgerBloX (the “Acquisition”) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma financial statements. The effective date of the Acquisition was March 20, 2023.

Unaudited Pro Forma Balance Sheet

The following unaudited pro forma balance sheet has been derived from the balance sheet of GMZP at December 31, 2022 (unaudited), and adjusts such information to give effect to the acquisition of BadgerBloX, as if the acquisition had occurred at December 31, 2022. The unaudited pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at December 31, 2022. The unaudited pro forma balance sheet should be read in conjunction with the notes thereto and BadgerBloX’s financial statements and related notes thereto contained elsewhere herein.

GMZP

BadgerBloX

Pro Forma

Adjustments

Pro Forma

Cash and cash equivalents

–

Total current assets

–

Total assets

–

Liabilities

–

Common stock

818,995

–

818,995

Additional paid-in capital

66,133,546

–

66,133,546

Retained earnings (deficit)

(72,235,171

)

–

(72,235,171

)

Total stockholders’ equity (deficit)

–

Total liabilities and stockholders’ equity (deficit)

–

See accompanying notes to unaudited pro forma financial statements.

F-30

Unaudited Pro Forma Statements of Operations

Year Ended December 31, 2022

The following pro forma statement of operations has been derived from the statement of operation of GMZP at December 31, 2022, and adjusts such information to give effect to the acquisition of BadgerBloX, as if the acquisition had occurred at January 1, 2022. The pro forma statement of operations is presented for informational purposes only and does not purport to be indicative of the results of operations that would have resulted if the acquisition had been consummated at January 1, 2022. The pro forma statement of operations should be read in conjunction with BadgerBloX’s financial statements and related notes thereto contained elsewhere in this filing.

GMZP

BadgerBloX

Pro Forma

Adjustments

Pro Forma

Revenues

–

Expenses

–

Profit (loss) before taxes

–

Income tax expense

–

Net profit (loss)

–

Net profit (loss) per share

Basic and Diluted

0.00

Weighted average shares outstanding

Basic and Diluted

818,994,694

1,000

(1,000

)

818,994,694

See accompanying notes to unaudited pro forma financial statements.

F-31

Notes to Unaudited Pro Forma Financial Statements

Note 1. Basis of Unaudited Pro Forma Presentation

The unaudited pro forma balance sheet as of December 31, 2022, and the unaudited pro forma statement of operations for the year ended December 31, 2022, are based on the historical financial statements of GMZP and BadgerBloX after giving effect to GMZP’s acquisition of BadgerBloX (the “Acquisition”) and the assumptions and adjustments described in the notes herein. No pro forma adjustments were required to conform BadgerBloX’s accounting policies to GMZP’s accounting policies, except that BadgerBlox was assumed to have been in existence during the year ended December 31, 2022.

The unaudited pro forma balance sheet as of December 31, 2022, is presented as if the Acquisition had occurred on December 31, 2022. The unaudited pro forma statement of operations of GMZP and BadgerBloX for the year ended December 31, 2022, is presented as if the Acquisition had taken place on January 1, 2022.

The unaudited pro forma financial statements are not intended to represent or be indicative of the results of operations or financial position of GMZP that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of GMZP.

Note 2. BadgerBloX Acquisition

Effective March 20, 2023, GMZP entered into a Stock Purchase Agreement with the owner of BadgerBloX (the “Acquisition Agreement”), pursuant to which GMZP acquired BadgerBloX, a container conversion company based outside Green Bay, Wisconsin. GMZP has adopted the business plan of BadgerBloX as its overall corporate business plan. Pursuant to the Acquisition Agreement, GMZP delivered $20,000 in cash to the shareholder of BadgerBloX.

Acquisition-related expenses, including legal and accounting fees and other external costs directly related to the acquisition, were expensed as incurred.

Note 3. Pro Forma Adjustments

With respect to the unaudited pro form balance sheet, no pro forma adjustments are included. With respect to the unaudited pro forma statements of income, pro forma adjustments were made only to weighted average shares outstanding, which adjustments were made to reflect the purchase by GMZP of 1,000 shares of common stock BadgerBloX pursuant to the Acquisition Agreement.

F-32

PART III – EXHIBITS

Index to Exhibits

Exhibit No.:	Description of Exhibit	Incorporated by Reference to:
2. Charter and Bylaws
2.1	Articles of Incorporation, part 1	Filed previously.
2.2	Articles of Incorporation, part 2	Filed previously.
2.3	Articles of Incorporation, part 3	Filed previously.
2.4	Articles of Incorporation, part 4	Filed previously.
2.4.1	Certificate of Designation – Special 2021 Series A Preferred Stock	Filed previously.
2.4.2	Certificate Amendment – Increase in Authorized Common Stock	Filed herewith.
2.5	Bylaws	Filed previously.
4. Subscription Agreement
4.1	Subscription Agreement	Filed herewith.
7. Plan of acquisition, reorganization, arrangement, liquidation, or succession
7.1	BadgerBloX Acquisition Agreement	Filed previously.
11. Consents
11.1	Consent of Newlan Law Firm, PLLC (see Exhibit 12.1)	Filed herewith.
12. Opinion re: Legality
12.1	Opinion of Newlan Law Firm, PLLC	Filed herewith.

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winter Park, State of Florida, on December 10, 2024.

GEMZ CORP. NV

By: /s/ Stephen W. Carnes

Stephen W. Carnes

Chief Executive Officer

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

/s/ Stephen W. Carnes

Stephen W. Carnes

Chief Executive Officer, Chief Financial Officer

[Principal Accounting Officer], Secretary and Director

December 10, 2024

III-2

Exhibit 2.4.2

Business Number C2582 - 2002 Filed in the Office of Secretary of State State Of Nevada Filing Number 20244519376 Filed On 12/9/2024 8:00:00 AM Number of Pages 3

06 : 42 : 02 p . m . 1 2 - 08 - 2024 s I 181 7 8871604 To : Page : 5 of 6 2024 - 12 - 09 02:42 : 25 GMT 18178871604 From: Et FRANCISCO V. AGUILAR Se<:ret , uy of State 401 No , rth Carson St r eet Cars . on City, Nevada 89701 - 42:01 ('77 5) 684 - 5708 Website : www . . 1 wsos.g . ov orpo - ra 10n: Certificate of Amendment ( PURsuAN ,roN Rs1a .380& . 78.385.r78 . 390} Certificate to Accompany Restated Articles or Amended and Re - s . . t . . a ., " t " " e " " d Articles ( - PuRsuANTTONRs1s . 4m> Officer·s Statement PuRsu.ANT ro NRS so.ow Time : (must not be l al , e>rthan Q0 days after !he certificate i s f i led ) D ate : 4. Effective Date anc:t Time: { Optiona l ) Changes to takes the following effect: gJ The entity name has been amended. fr ] The registered agent has been changed. (attach certificate of Acceptance from new registered agent ) ty; J The purpose of the entity has been amended . l & l Tile authoJiiZed shares have been a mell<1ed. † iJ The directors , managers or general partners have been amended . [ [l IRS tax language has been added . rill Art i cles have been added. CH Articles have been deleted. other . Tile articles have been amended as follows: {provid e afticle numbets , if avattao1e ::::.):::2:) - ; = .: - e_;;: t - .: - : ;/JF?? f (atta ch additional page(s} if necessi3ry) 5. lnfom - .ation Being Chan ged : { Domestic corpora !ion s . only ) x L $ i e w i w z t eam @ J,, i f,0 : ws¼M'.r i: J . ; , @ 0;: i .! J , @ 1 , 1 , ,¢ tv J 0iJ/ [;iJJ% tr ?;Jfftlli1c% J S i gnature · of Offloer or Authorized Signe r Title 6. Signature : (Requir ed) l ,ilt J1120201,s & t 1 S · ign,..ture, of Officer o r A,utho ri.z ed Signer Trtle 'If any proposed - amendm, ,m t would a · !t e r or chan9'1! · any preference or any re Jatilt e or o , !her right g n to any cla!IS or s,eries of o . , ubt:anding shares . then th "mendment must b - e app ro ved by the vote , in addition t o e affirmative vote otherw i s,e r equired, of h o lders of sha r e - s r epresenting a maj ority o - f the voting po - we . of ea , c:h class or se ri;es affected by · 1he encfment regardles , s to fi mit& ti ons or . restric - lions on !he votin9 : power thereof - . Please inclllde any required or optional information in space . below: ( a , ttaoh additional page(s } if necessary) Th. is form must be accompanied by approptiate fees . Page20f2 911/2023 R . e,

06 : 42 : 02 p . m . 12 - os - 2024 6 1 18178871604 To : Page: 6 of6 2024 - 12 - 09 02:42:25 GMT 18178871604 From: Et Information Being Changed (continuation) : "Section 4 . 1 NUMBER OF SHARES A UTHORJZED ; PAR VALUE . The total number of shares of all classes of stock which the Corporation shall have authority to issue is Ten Billion Five Million ( 10 , 005 , 000 , 000 ) shares . The Corporation is authorized to Ten Billion ( 10 , 000 , 000 , 000 ) shares of common stock, par value $ 0 . 001 per share (the "Common Stock"), and Five Million ( 5 , 000 , 000 ) shares of preferred stock , par value $ 0 . 001 per share (the "Preferred Stock") . The Preferred Stock may be issued at any time or from time to time, in any one or more series, and any such se 1 ies shall be comprised of such number of shares and may have such voting powers , whole or limited , or no voting powers, and such designations , preferences and relative, participating, optional or other special rights, and qualifications , limitations or restrictions thereof, including liquidation preferences, as shall be stated and expressed in the resolutions of the Board of Directors of the Corporation, the Board of Directors being hereby expressly vested with such power and authority to the full extent now or hereafter permitted by law . "

Exhibit 4.1

SUBSCRIPTION AGREEMENT

GEMZ Corp. NV

NOTICE TO INVESTORS

The securities of GEMZ Corp. NV, a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an Offering Statement has been filed with the Securities and Exchange Commission (the “SEC”), that Offering Statement does not include the same information that would be included in a Registration Statement under the Securities Act. The securities offered hereby have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of the offering to which this Subscription Agreement relates or the adequacy or accuracy of this Subscription Agreement or any other materials or information made available to prospective investors in connection with the offering to which this Subscription Agreement. Any representation to the contrary is unlawful.

The securities offered hereby cannot be sold or otherwise transferred, except in compliance with the Securities Act. In addition, the securities offered hereby cannot be sold or otherwise transferred, except in compliance with applicable state securities or “blue sky” laws. Investors who are not “accredited investors” (as that term is defined in Section 501 of Regulation D promulgated under the Securities Act) are subject to limitations on the amount they may invest, as described in Section 4(g) of this Subscription Agreement.

To determine the availability of exemptions from the registration requirements of the Securities Act as such may relate to the offering to which this Subscription Agreement relates, the Company is relying on each investor’s representations and warranties included in this Subscription Agreement and the other information provided by each investor in connection herewith.

Prospective investors may not treat the contents of this Subscription Agreement, the Offering Circular or any of the other materials provided by the Company (collectively, the “Offering Materials”), or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “Testing the Waters” materials), as investment, legal or tax advice. In making an investment decision, investors must rely on their own examinations of the Company and the terms of the offering to which this Subscription Agreement relates, including the merits and the risks involved. Each prospective investor should consult such investor’s own counsel, accountants and other professional advisors as to investment, legal, tax and other related matters concerning such investor’s proposed investment in the Company.

The Offering Materials may contain forward-looking statements and information relating to, among other things, the Company, its business plan, its operating strategy and its industries. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to, the Company’s management. When used in the Offering Materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward-looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

SUBSCRIPTION AGREEMENT

This subscription agreement (the “Subscription Agreement” or the “Agreement”) is entered into by and between GEMZ Corp. NV, a Nevada corporation (the Company), and the undersigned investor (“Investor”), as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (defined below).

RECITALS

WHEREAS, the Company is offering for sale a maximum of 80,000,000 units (the “Offered Units”), with each Unit being comprised of 100 shares of its common stock, pursuant to Tier 1 of Regulation A promulgated under the Securities Act (the “Offering”) at a fixed price of $___[0.01-0.03] per Unit share (the “Unit Purchase Price”), on a best-efforts basis.

WHEREAS, Investor desires to acquire that number of Offered Units (the “Subject Offered Units”) as set forth on the signature page hereto at the Unit Purchase Price.

WHEREAS, the Offering will terminate at the earlier of: (a) the date on which all of the securities offered in the Offering shall have been sold, (b) the date which is one year from the Offering having been qualified by the SEC or (c) the date on which the Offering is earlier terminated by the Company, in its sole discretion (in each case, the “Termination Date”).

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

INVESTOR INFORMATION

Name of Investor

SSN or EIN

Street Address

City

State

Zip Code

Phone

E-mail

State/Nation of Residency

Name and Title of Authorized Representative, if investor is an entity or custodial account

Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.)

Jurisdiction of Organization

Date of Organization

Account Number

CHECK ONE:

Individual Investor

Custodian Entity

Tenants-in-Common*

Community Property*

Corporation

Joint Tenants*

LLC

Partnership

Trust

If the Subject Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party (owner) must execute this Subscription Agreement.

1. Subscription.

(a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Units set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a).

(b) Investor understands that the Offered Units are being offered pursuant to the Offering Circular dated ______, 2024, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Units, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Units.

(c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect.

(d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Units in the manner set forth in Section 8 hereof. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in Section 8 hereof.

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

(a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Subject Offered Units and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business;

(b) The issuance, sale and delivery of the Subject Offered Units, including the shares of common stock comprising the Offered Units, in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Subject Offered Units, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; and

(c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

4. Representations and Warranties of Investor. Investor represents and warrants to the Company that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and to carry out the provisions hereof. Upon due delivery hereof, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Company Offering Circular; Company Information. Investor acknowledges the public availability of the Offering Circular which can be viewed on the SEC Edgar Database, under CIK number 0001098332, and that Investor has reviewed the Offering Circular. Investor acknowledges that the Offering Circular makes clear the terms and conditions of the Offering and that the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of the Offering. Investor acknowledges that, except as set forth herein, no representations or warranties have been made to Investor, or to any advisor or representative of Investor, by the Company with respect to the business or prospects of the Company or its financial condition.

(c) Investment Experience; Investor Suitability. Investor has sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Units, and to make an informed decision relating thereto. Alternatively, Investor has utilized the services of a purchaser representative and, together, they have sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Units, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Offered Units, including those described in the section of the Offering Circular entitled “Risk Factors”, and has determined that such an investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor is capable of bearing a complete loss of Investor’s investment in the Offered Units.

(d) No Registration. Investor understands that the Offered Units are not being registered under the Securities Act on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Units in the Offering.

Investor further understands that the Offered Units are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state.

Investor covenants not to sell, transfer or otherwise dispose of any Offered Units, unless such Offered Units have been registered under the Securities Act and under applicable state securities laws or exemptions from such registration requirements are available.

(e) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is a limited public market for the Offered Shares and that there is no guarantee that a market for their resale will continue to exist. Investor must, therefore, bear the economic risk of the investment in the Subject Offered Units indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Subject Offered Units.

(f) Investor Status. Investor represents that either:

(1) Investor has a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings; or

(2) Investor has a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Investor represents that, to the extent Investor has any questions with respect to Investor’s satisfying the standards set forth in subparagraphs (1) and (2), Investor has sought professional advice.

(g) Investor Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to Investor’s status as a Company shareholder and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is, or may become, subject, including, without limitation, the need to determine the accredited investor status of the Company’s shareholders. Investor further agrees that, in the event Investor transfers any Offered Units, Investor will require the transferee of any such Offered Shares to agree to provide such information to the Company as a condition of such transfer.

(h) Valuation; Arbitrary Determination of Share Purchase Price by the Company. Investor acknowledges that the Share Purchase Price of the Offered Shares in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(i) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided herein.

(j) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that Investor is in full compliance with the laws of Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including, without limitation, (1) the legal requirements within Investor’s jurisdiction for the purchase of the Subject Offered Units, (2) any foreign exchange restrictions applicable to such purchase, (3) any governmental or other consents that may need to be obtained, and (4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Subject Offered Units. Investor’s subscription and payment for and continued beneficial ownership of the Subject Offered Units will not violate any applicable securities or other laws of Investor’s jurisdiction.

(k) Fiduciary Capacity. If Investor is purchasing the Subject Offered Units in a fiduciary capacity for another person or entity, including, without limitation, a corporation, partnership, trust or any other juridical entity, Investor has been duly authorized and empowered to execute this Subscription Agreement and all other related documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating Investor, authorizing Investor’s investment in the Company and/or evidencing the satisfaction of the foregoing.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the consummation of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its officers, directors and agents, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with the transaction contemplated hereby.

6. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made in and wholly to be performed in that jurisdiction with regards to the choice of law rules of such state, except for matters arising under the Securities Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) e-mailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to GEMZ Corp. NV, 2180 N. Park Avenue, Suite 200, Winter Park, Florida 32789, Attention: Stephen W. Carnes, Chief Executive Officer. If to Investor, at Investor’s address supplied in connection herewith, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Purchase Procedure. Investor acknowledges that, in order to subscribe for the Subject Offered Units, Investor must, and Investor does hereby, deliver (in a manner described below) to the Company:

(a) a single executed counterpart of the Subscription Agreement, which shall be delivered to the Company either by (1) physical delivery to: GEMZ Corp. NV, Attention: Stephen W. Carnes, Chief Executive Officer, 2180 N. Park Avenue, Suite 200, Winter Park, Florida 32789; (2) e-mail to: steve66000@aol.com; and

(b) payment of the Purchase Price, which shall be delivered in the manner set forth in Annex I attached hereto and made a part hereof.

9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by, and be binding upon, Investor and Investor’s heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never in this Subscription Agreement. This Subscription Agreement supersedes all prior discussions and agreements between the Company and Investor, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the Company and Investor with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor herein. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company via e-mail at steve66000@aol.com. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, Investor’s investment in the Company and the Subject Offered Shares (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event Investor’s e-mail address on file is invalid; Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, Investor agrees to each of the following: (1) if Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (2) Investor’s consent to receive tax documents electronically continues for every tax year of the Company until Investor withdraws its consent by notifying the Company in writing.

Investor certifies that Investor has read this entire Subscription Agreement and that every statement made by Investor herein is true and complete.

The Company may not be offering the Offered Units in every state. The Offering Materials do not constitute an offer or solicitation in any state or jurisdiction in which the Offered Units are not being offered. The information presented in the Offering Materials was prepared by the Company solely for the use by prospective investors in connection with the Offering. Nothing contained in the Offering Materials is or should be relied upon as a promise or representation as to the future performance of the Company.

The Company reserves the right, in its sole discretion and for any reason whatsoever, to modify, amend and/or withdraw all or a portion of the Offering and/or accept or reject, in whole or in part, for any reason or for no reason, any prospective investment in the Offered Units. Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Offered Units shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

Dated: _______________________.

INDIVIDUAL INVESTOR

	(Signature)		(Subscription Amount)

	(Printed Name)		(Number of Offered Units Subscribed)
CORPORATION/LLC/TRUST INVESTOR

		(Name of Corporation/LLC/Trust)	(Subscription Amount)

	(Signature)
			(Number of Offered Units Subscribed)
	(Printed Name)

	(Title)
PARTNERSHIP INVESTOR
			$
	(Name of Partnership)		(Subscription Amount)

	(Signature)
			(Number of Offered Units Subscribed)
	(Printed Name)

	(Title)
COMPANY ACCEPTANCE

The foregoing subscription for ___________ Offered Units, a Subscription Amount of $__________,

is hereby accepted on behalf of GEMZ Corp. NV, a Nevada corporation, this ___ day of ______, 202___.

GEMZ CORP. NV

By: _________________________

Stephen Carnes

Chief Executive Officer

Exhibit 12.1

NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road – Suite 107-762

Flower Mound, Texas 75022

940-367-6154

December 9, 2024

GEMZ Corp.

2180 N. Park Avenue, Suite 200

Winter Park, Florida 32789

Re:

Offering Statement on Form 1-A

Gentlemen:

We have been requested by GEMZ Corp. NV, a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with its offering statement on Form 1-A (the “Offering Statement”), relating to the qualification of units (the “Units”) of shares of the Company’s $.001 par value common stock (the “Common Stock”), with each Unit being comprised of 100 shares of Common Stock, under Regulation A promulgated under the Securities Act of 1933, as amended. Specifically, this opinion relates to 80,000,000 Units and the 8,000,000,000 shares of the Company’s Common Stock comprising the Units to be offered by the Company.

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the 80,000,000 Units and the 8,000,000,000 shares of Common Stock comprising the Units being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable securities of the Company.

Our opinions expressed above are subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Nevada Revised Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing).

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no shares of the Company’s common stock, nor any other securities of the Company.

Sincerely,

/s/ Newlan Law Firm, PLLC

NEWLAN LAW FIRM, PLLC

Gemz (PK) (USOTC:GMZP)
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