$MSTO Reg 1A we can see no restrictions for selling the shares once acquired except with some SEC provisions that are standard.
OFFERING CIRCULAR SUPPLEMENT NO. 1 DATED FEBRUARY 9, 2022
(To the offering circular dated DECEMBER 29, 2021 and qualified on FEBRUARY 7, 2022)
EXPLANATORY NOTE
This document (the "Supplement") supplements and should be read in conjunction with the offering circular of Masterbeat Corp. (the "Company," "we," "us," or "our") dated December 29, 2021 and qualified by the Commission on February 9, 2022 ("Offering Circular").
The purpose of this Supplement is to (i) remove the preliminary offering circular legend, (ii) set the offering price for the securities offered hereby, and (iii) date this offering circular.
MASTERBEAT CORP.
5178 Stefan Ridge Way
Buford, Georgia 30519
UP TO $10,000,000
UP TO 1,000,000,000 SHARES OF COMMON STOCK
Masterbeat Corp., a Delaware corporation (the “Company,” “Masterbeat,” “we,” “us,” and “our”), is offering up to 1,000,000,000 shares (“Shares”) of its common stock, par value of $0.0001 per share (“Common Stock”) on a “best efforts” basis without any minimum offering amount pursuant to Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings (the “Offering”). The offering price per share of Common Stock will be priced at $0.001 per share upon qualification of the Offering Statement of which this Offering Circular is a part by the United States Securities and Exchange Commission (“SEC”). See “SECURITIES BEING OFFERED” of this Offering Circular for more information.
This is a public offering of up to $10,000,000 in shares of Common Stock of Masterbeat Corp. at a price of $0.001.
The offering price will be $0.001. The end date of the offering will be exactly 365 days from the date the Offering Circular is qualified by the SEC (unless extended by the Company, in its own discretion, for up to another 90 days).
Please be advised that due to the ownership of super voting rights by our management team in the form of Preferred Shares, your voting rights as a common shareholder will be substantially limited.
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 5 of this Offering Circular.
This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A.
No Escrow
The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts 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. 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.
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. The aggregate offering price will be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency will be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not sold for cash, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration will be reasonable at the time made.
