Filed Pursuant to Rule 253(g)(2) +f750B news F
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Posted On: 02/28/2023 10:35:43 PM
Filed Pursuant to Rule 253(g)(2) +f750B news
File No. 024-11734
OFFERING CIRCULAR
VizConnect, Inc.
750,000,000 Shares of Common Stock
By this Offering Circular, VizConnect, Inc., a Nevada corporation, is offering for sale a maximum of 750,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $0.001 per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $1,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $500. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares 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 Shares 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 Shares.
This offering commenced December 15, 2021; 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”).
We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.
(2)
Does not account for the payment of expenses of this offering estimated at $12,500. See “Plan of Distribution.”
(3)
The amount of proceeds received by us includes a total of $170,000 of principal and accrued interest of certain promissory notes (the “Notes”). After deducting the amount due under the Notes, we will receive cash proceeds from sales of the Offered Shares equal to $567,500. See “Use of Proceeds” and “Plan of Distribution.”
Our common stock is quoted in the over-the-counter under the symbol “VIZC” in the OTC Pink marketplace of OTC Link. On December 15, 2021, the closing price of our common stock was $0.0011 per share.
Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Preferred Stock shall be entitled to the number of votes equal to the total number of shares of our common stock outstanding as of the record date for the determination of shareholders entitled to vote at each meeting of our shareholders and entitled to vote on all matters submitted or required to be submitted to a vote of our shareholders. Our officers and directors, as a group, as the owners of 66.67% of all outstanding shares of the 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 Shares”).
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 Shares.
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-Investor Suitability Standards” (page 5). 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 December 15, 2021.
File No. 024-11734
OFFERING CIRCULAR
VizConnect, Inc.
750,000,000 Shares of Common Stock
By this Offering Circular, VizConnect, Inc., a Nevada corporation, is offering for sale a maximum of 750,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $0.001 per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $1,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $500. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares 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 Shares 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 Shares.
This offering commenced December 15, 2021; 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”).
We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.
(2)
Does not account for the payment of expenses of this offering estimated at $12,500. See “Plan of Distribution.”
(3)
The amount of proceeds received by us includes a total of $170,000 of principal and accrued interest of certain promissory notes (the “Notes”). After deducting the amount due under the Notes, we will receive cash proceeds from sales of the Offered Shares equal to $567,500. See “Use of Proceeds” and “Plan of Distribution.”
Our common stock is quoted in the over-the-counter under the symbol “VIZC” in the OTC Pink marketplace of OTC Link. On December 15, 2021, the closing price of our common stock was $0.0011 per share.
Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Preferred Stock shall be entitled to the number of votes equal to the total number of shares of our common stock outstanding as of the record date for the determination of shareholders entitled to vote at each meeting of our shareholders and entitled to vote on all matters submitted or required to be submitted to a vote of our shareholders. Our officers and directors, as a group, as the owners of 66.67% of all outstanding shares of the 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 Shares”).
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 Shares.
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-Investor Suitability Standards” (page 5). 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 December 15, 2021.
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The majority of my post are the top 20% gainer! To decode them its (ticker ID, % Changed, Volume, Close price and Float) I typically put V,C&F as a prefix to that number and use K, M and B as a suffix (Kilo, Million & Billion) for volume and float. I may also use S for Support and R for Resistance.
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I will not and cannot be held liable for any actions you take as a result of anything you read here.
I (Znewcar1) do not provide personal investment advice and I am not a qualified licensed investment advisor. I am an amateur investor.
All information found here, including any ideas, opinions, views, predictions, forecasts, commentaries, suggestions, or stock picks, expressed or implied herein, are for informational, entertainment or educational purposes only and should not be construed as personal investment advice. While the information provided is believed to be accurate, it may include errors or inaccuracies.
I will not and cannot be held liable for any actions you take as a result of anything you read here.