U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 1-A/A
AMENDMENT NO. 1
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
GME Innotainment, Inc.
(Exact name of issuer as specified in its charter)
Florida
(State of other jurisdiction of incorporation or organization)
208 East 51st Street, Suite 170
New York, NY 10022
212-508-2130
(Address, including zip code, and telephone number,
including area code of issuer’s principal executive office)
Registered Agents, Inc.
7901 4th Street North
Suite 300
St. Petersburg, FL 33702
302-241-0613
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
2750
(Primary Standard Industrial
Classification Code Number) (I.R.S. Employer
Identification Number)
This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.
This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A.
PART II - OFFERING CIRCULAR - FORM 1-A: TIER 1
Dated: December 8, 2021
PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
GME Innotainment, Inc.
10,000,000,000 SHARES OF COMMON STOCK
$0.0003 PER SHARE
This is the public offering of securities of GME Innotainment, Inc., a Florida corporation. We are offering 10,000,000,000 shares of our common stock, par value $0.00001 (“Common Stock”), at an offering price of $0.0003 per share (the “Offered Shares”) by the Company. This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”). There is no minimum purchase requirement per investor.
These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 9 of this Offering Circular.
No Escrow
The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best effort’s basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.
Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).
1
This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.
The Company is using the Offering Circular format in its disclosure in this Offering Circular.
Our Common Stock is traded in the OTCMarkets Pink Open Market under the stock symbol “GMEV.”
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 9 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.
Per Share Total Maximum
Public Offering Price (1)(2) $ 0.0003 $ 3,000,000.00
Underwriting Discounts and Commissions (3) $ 0.000 $ 0
Proceeds to Company $ 0.0003 $ 3,000,000.00
(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering.
(2) This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best effort’s basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.”
(3) We are offering these securities without an underwriter.
(4) Excludes estimated total offering expenses, including underwriting discount and commissions, will be approximately $30,000 assuming the maximum offering amount is sold.
Our Board of Directors used its business judgment in setting a value of $0.0003 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
