CALCULATION OF REGISTRATION FEE









Title of Each Class of Securities to be Registered


Common Stock, no par value per share


Amount to be registered


500,000,000


Proposed Maximum Offering Price per Share


$0.001


Proposed Maximum Offering Price


$500,000.00


Amount of Registration Fee


$58.10














The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933,
as amended, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.


THE INFORMATION IN THIS PROSPECTUS IS POSSIBLY NOT COMPLETE
AND MAY BE CHANGED IN THE FUTURE. THE SECURITY HOLDERS
IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE.


You should rely only on the information contained in this prospectus.
We have not, and the selling stockholders have not, authorized anyone
to provide you with different information from that contained in this
prospectus or in any free writing prospectus that we may authorize.
The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our common stock. This prospectus
does not constitute an offer to sell, or a solicitation of an offer
to buy the securities in any circumstances under which the offer or
solicitation is unlawful. Neither the delivery of this prospectus
nor any distribution of securities in accordance with this prospectus
shall, under any circumstances, imply that there has been no change
in our affairs since the date of this prospectus.











In this prospectus, unless the context indicates otherwise,
Applicable Enterprises Inc., the Company, we, our, ours or us
refer to Applicable Enterprises Inc.,
a New York corporation, and its subsidiaries.





PROSPECTUS SUMMARY For APPLICABLE ENTERPRISES INC.


61 W Merrick Rd.


Valley Stream, NY 11580


www.KlipKeeper.com


(347) 421-4707


Dated January 30th, 2015





500,000,000 SHARES OF COMMON STOCK


This is the direct public offering of common stock of
Applicable Enterprises Inc. In this prospectus we are offering
for sale up to 500,000,000 shares of common stock that our
selling stockholder will begin selling at a price of $0.001 per share.
The only selling stockholder at the current moment would be,
Joshua Farazdel, the founder and Chief Executive Officer. The selling
stockholders may offer to sell their shares of common stock from
time to time through public or private transactions, on or off of
the OTC Markets at prevailing market prices, at prices related to
the prevailing market prices, at fixed prices that may be changed,
or at privately negotiated prices. Proceeds from this sale will be
retained solely for the purpose of expanding our business after
expenses from this offering are paid. At the current time our
offering will be conducted on a self-underwritten, best efforts basis,
which means our Chief Executive Officer, Joshua Farazdel, will attempt
to sell the shares directly to friends, family members, business
acquaintances, and other members of the public. Joshua Farazdel will
not receive commission or any other remuneration for such sales. This is
simply for Applicable Enterprises Inc. to have the option of gaining more
shareholders whenever they are interested in investing with us
as we continue to grow.


Applicable Enterprises Inc. is an emerging growth company under the Jumpstart
Our Business Startups Act of 2012 (the JOBS Act) and are subject to reduced
public company reporting requirements. Our common stock is not traded on any
public market and, although we intend to apply to have the prices of our
common stock quoted on the Over-The-Counter Pink Sheets (OTCPK) as maintained
by the Financial Industry Regulatory Authority (FINRA) concurrently with the
filing of the registration statement of which this prospectus is a part,
there can be no assurance that a market maker will agree to file the necessary
documents with FINRA to enable us to participate on the OTCPK, nor can there
be any assurance that any application filed by any such market maker for
quotation on the OTCPK will be approved.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THE SHARES BEING OFFERED ARE HIGHLY SPECULATIVE AND INVOLVE A SIGNIFICANTLY
HIGH DEGREE OF RISK. THEY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD
THE POSSIBLE LOSS OF THEIR ENTIRE INVESTMENT. SEE RISK FACTORS BEGINNING ON
PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This prospectus includes forward-looking statements within the meaning of
the federal securities laws that involve risks and uncertainties.
Forward-looking statements include statements we make concerning our plans,
objectives, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs and other information that is not
historical information. Some forward-looking statements appear in this
prospectus and throughout this filing. When used in this prospectus, the words
estimates, expects, anticipates,  predict, potential, projects, forecasts,
plans, intends, believes, foresees, seeks, likely, may, might, will, should,
goal, could, would, target or intends and variations of these words or
similar expressions (or the negative versions of any such words) are intended
to identify forward-looking statements. All forward looking
statements are based upon information available to us on
the date of this prospectus.


These forward-looking statements are subject to risks, uncertainties and other
factors, many of which are outside of our control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements, including, among other things, the matters discussed in this
prospectus, and the rest of our filing. Some of the factors that we believe
could affect our results include:


-Limitations on our ability to continue operations and fully implement our
business plan


-Our limited history of operation profits or losses


-The timing of and our ability to obtain financing on acceptable terms


-The effects of changing economic conditions


-The hiring of unexperienced members of the management team or other
key personnel


-Competition from larger, more established companies, with
greater economic resources than we have


-Costs of expanding, creating new product categories, and
entering new industries


-Costs and damages relating to possible future litigation


-The other factors set forth herein, including those set forth
under Risk Factors


There are likely other factors that could cause our actual results
to differ materially from the results referred to in the forward-looking
statements. All forward-looking statements attributable to us in this
prospectus apply only as of the date of this prospectus and are
expressly qualified in their entirety by the cautionary statements
included in this prospectus. We undertake no obligation to publicly
update or revise forward-looking statements to reflect events or
circumstances after the date made or to reflect the occurrence of
unanticipated events, except as required by law.





OUR COMPANY AND MANAGEMENT





Applicable Enterprises Inc. was incorporated in the state of New York on
November 24th, 2014. Our corporate offices are located in Flushing, NY.
The Companies manufacturing plant is headquartered in Valley Stream, NY.
At the moment, we sell one retail product on our website, and soon we
plan to offer a wide variety of products and services. Our current
business plan is to immediately create a line of marijuana and
tobacco accessories. Long term, we plan to enter many different
industries, our next endeavor is to enter all aspects of the
Automotive industry. We will be applying for many of the necessary
items to provide automotive services such as motor vehicle dealer
license, repair shop license, and emissions station. We currently
do not offer any services yet. We are currently only engaged in
selling one version of our proprietary Klip Keeper pocket
extinguisher and airtight storage for smokers. We currently only
sell via our website www.KlipKeeper.com but only because we have
recently incorporated. We are currently researching and developing
an entire line of products consisting of mostly marijuana and
tobacco accessories at this time. This will remain our focus for
at least the rest of 2015. We intend to expand rapidly to a
complete distribution network that starts with hiring trained
personnel to get purchase orders from major smoke shops and
delicatessens all around New York City. These retail stores
will be strategically chosen based on a variety of factors
such as, location of store, proximity to our other retail
locations, proximity to our known customers & previous sales,
location of our point of sale display, amount of daily average
foot traffic, average purchase prices, and ability for us to
put up signs or stickers. The capital from those purchase orders
will be used to create new products which we are currently
researching and developing since we have plenty of inventory
to fulfill any orders we receive of our current product.





Since inception, our operations have consisted of incorporating
our company and formulating our business plan, purchasing
initial supplies, research and development, manufacturing of
our current inventory, commencing sales via the website and
the early beginnings of the distributor network.  Our initial
plan of operations calls for the Company to begin marketing
our advertising services to potential business clients. We
hope to realize our full plan of operations by selling our
products, creating higher margin products, and by raising
money through the sale of our securities, as contemplated
within this Offering. We believe that if we are able to
raise the full amount of funds contemplated herein, we would
be able to fully launch our Companies products and expand
for global distribution. Because of our location, initially
we plan to introduce our products within the Tri-State area,
mainly New York City. We do realize more potential in areas
with a higher population of smokers and that have legal
marijuana laws but we are unable to break into those regions
at the current time. In time, we will design a full marketing
strategy to gain national brand awareness of our entire line of products.





Although we were only recently incorporated and have less then one year
of operations, we believe that conducting this Offering will allow the
Company added flexibility to raise capital in today's financial climate.
We are confident as first movers in the market we will be able to capture
a large share and return profits after our first year. Of course, there
can be no assurance that we will be successful in our attempt to sell
shares being registered, however, we believe that investors in today's
markets demand more transparency and by our registering this
Offering and also by possibly becoming a reporting company, we will be
able to capitalize on this fact. We will attempt to the best of our
ability to become a fully reporting company as soon as possible.
While we believe that our limited reporting requirements will satisfy
most investors seeking transparency in any potential investment, we
still caution that simply because we will register doesn't mean we
will succeed in becoming a fully reporting company, but rather, at
the current moment we will only be subject to the reporting
requirements of Section 15(d) of the Securities Exchange Act of 1934.



Although our sole officer and director has only recently become
interested in the marijuana and tobacco accessories industry, and
does not have any professional training or technical credentials in
the development and maintenance of such a company, he has taken
multiple businesses courses as well as obtained a degree in automotive
technology and has countless decades of experience running others'
businesses, as well as, almost 3 years of experience owning a business
in the automotive repair industry. If we are successful in raising
capital we will fully expand our product line nationally, as well as
hire personnel to manufacture and manage production. We intend to hire
qualified marketing and sales personnel staff. We eventually intend to
retain qualified website developers to build and maintain our website
and advertising platforms that we envision if we are extremely
successful in raising capital through this Offering. We only have
verbal agreements regarding the retention of any qualified personnel to date.



We are currently a development stage company and to date we have recorded
no revenue. Until such time that we are able to establish a consistent
flow of revenues from our operations which is sufficient to sustain our
operating needs, management intends to rely primarily upon surviving
without ongoing liabilities. We would only seek financing or other forms
of debt if we need more inventory to fulfill purchase orders. We will
seek out such financing only if absolutely necessary to allow the Company
to continue to grow our business operations, and to cover such cost,
excluding professional fees, associated with being a reporting Company
with the Securities and Exchange Commission (SEC) we estimate such
costs to be approximately $30,000 for 12 months following this Offering.
The Company has included such costs to become a publicly reporting company
in its targeted expenses for working capital expenses and intends to seek
out reasonable loans from friends, family and business acquaintances if it
becomes necessary. At this point we have been funded by our sole officer
and director, and have only received verbal commitments from family and
friends regarding any potential investment in the Company.



Our current cash and working capital is sufficient enough to cover our
current estimated expenses of $10,000, which include those fees
associated obtaining a Notice of Effectiveness from the SEC for this
Registration Statement. We hope that we will be able to secure additional
financing, and complete this Offering within the coming months.
Upon obtaining effectiveness, we will conduct the Offering contemplated
hereby, and anticipate raising sufficient capital from this Offering
to market and grow our company and brands. We believe that the maximum
amount of funds generated from the Offering will provide us with enough
proceeds to fund our plan of operations for up to twelve months after
the completion of this Offering. Assuming we generate nominal revenues,
we may still require additional financing to fund our operations past
the twelve-month period following the completion of this Offering if
the maximum amount of funds is not raised.


While our ability to generate revenue is not correlated directly to
the amount of shares sold by us under this Offering, our potential
to generate revenue can be affected by our marketing and advertising
strategies and the amount of research and development needed for
new products. These factors are directly related to the amount of
proceeds we receive from this Offering, which corresponds to the
number of shares we are successful in selling under this Offering
(see Use of Proceeds). We believe we can begin generating revenues
within the first two months following the successful completion of
this Offering. As we are a start-up company, it is unclear how much
revenue our operations will generate, however, it is our hope that
our revenues will exceed our costs. Our revenues will be impacted
by how successful and well targeted the execution of our marketing
campaign is, the general condition of the economy, and the number
of clients we will be able to attract and retain. For a further
discussion of our initial operations, plan of operations, growth
strategy and marketing strategy see the below section entitled
Description of Business.


Although the Company has no market for its common stock,
management believes that the Company will meet all requirements
to be quoted on the OTC market, and even though the Company's
common stock will likely will be a penny stock, becoming a
reporting company will provide us with enhanced visibility and
give us a greater possibility to provide liquidity to our shareholders.



Neither the Company nor Joshua Farazdel or any other affiliated or
unaffiliated entity has any plans to use the Company as a vehicle
for a private company to become a reporting company once Applicable
Enterprises Inc.  becomes a reporting Company. Additionally, we do
not believe the Company is a blank check company as defined in
Section a(2) of Rule 419 under the Securities Act of 1933, as
amended because the Company has a specific business plan and has
no plans or intentions to engage in a merger or acquisition with
an unidentified entity.





RISK FACTORS





Any investment in our common stock involves a high degree of risk.
You should consider carefully the following information, together
with the other information contained in this prospectus, before
you decide to buy our common stock. If one or more of the
following events actually occurs, our business will suffer, and
as a result our financial condition or results of operations
will be adversely affected or possibly cease. In this case,
the market price, if any, of our common stock could decline,
and you could lose all or part of your investment in our common stock.














Risks Related to Our Company, Shareholders, Products, and Industry





Our limited operating history makes our future prospects and
financial performance very unpredictable, which may impair
our ability to manage our business and your ability to fully
assess our prospects.





We commenced operations in 2014 and as a result, we have
a limited operating history upon which a potential investor
can evaluate our prospects and the potential value of an
investment in our company. We remain subject to the risks
inherently associated with new business enterprises in
general and, more specifically, the risks of a brand new
product and, in particular, a completely unheard of new
product that is only for smokers. Our prospect investors
are subject to the risks and uncertainties frequently
encountered by companies in their early stages of
development, including the risk that we will not be
able to fully implement our business strategy.
We have not made an operating profit since incorporation
and the current scale of our operations is insufficient
to achieve profitability.





Our officers and board of directors will make all
management decisions, so you should only purchase
our common stock if you are comfortable of fully
entrusting our directors.





Our board of directors at the current time is only
one shareholder. At the current time, Joshua Farazdel,
will have the sole right to make all decisions with
respect to our management. Investors may not have an
opportunity to evaluate the specific projects that
will be financed with future operating income. You
should not purchase our common stock unless you are
willing to entrust all aspects of our management to
our officers and directors.





We may not successfully launch any new products or
services, which could adversely affect our business.





At this point the Company has only released one product
and we anticipate to spend a vast amount of proceeds
for research and development of new products. It is
very possible we might not be able to create any new
products in the future and all money invested in that
development could be lost. We may also start to offer
Automotive services, since this is where the Chief
Executive Officer has most of his experience, but a
massive amount is need to set-up equipment and
receive the correct licensing.
This could permanently hinder our business operations.





We may not be able to implement our plans for growth
successfully, which could adversely affect our future operations.





Since launching our website in November 2014, the amount we
have spent in total, has far exceeded any sales we have made
currently. We expect to continue to grow our customer base at
an accelerated rate following completion of this offering.
Our future success will partially depend on our continued
ability to manage our growth. We may not be able to achieve
our growth plans, or sustain our historical growth rates or
grow at all. Various factors, such as economic conditions,
regulatory and legislative considerations and competition,
may also impede our ability to expand our market presence.
If we are unable to grow as planned, our business and
prospects could be adversely affected.





We may need to raise additional capital that may not be available,
which could harm our business.





Our main growth will be from reinvesting the proceeds from our sales,
but we may be required to generate additional capital either through
retained earnings or the issuance of additional debt or equity
securities. Additional capital may not be available on terms
acceptable to us, if at all. Any equity financings could result in
dilution to our stockholders or reduction in the earnings available
to our common stockholders. If adequate capital is not available
or the terms of such capital are not attractive, we may have to
curtail our growth and our business, and our business, prospects,
financial condition and results of operations could be adversely affected.





A significant disruption in our computer systems or a cyber security
breach could adversely affect our operations.





We rely extensively on our computer systems to manage our website,
our payments, our shipping, and other processes. Our systems are
subject to damage or interruption from power outages, computer
and telecommunications failures, computer viruses, cyber security
breaches, vandalism, severe weather conditions, catastrophic
events and human error, and our disaster recovery planning that
cannot account for all eventualities. If our systems are damaged,
fail to function properly or otherwise become unavailable, we
may incur substantial costs to repair or replace them, and may
experience loss of critical data and interruptions or delays
in our ability to perform critical functions, which could
adversely affect our business and results of operations. Any
compromise of our security could also result in a violation of
applicable privacy and other laws, significant legal and
financial exposure, damage to our reputation, loss or misuse
of the information and a loss of confidence in our security
measures, which could harm our business and possibly hinder
our operations.





If we lose the services of any of our key management personnel,
our business could suffer.





Our future success significantly depends on the continued service
and performance of our Chief Executive Officer & President,
Joshua Farazdel. Competition for these employees is very intense
and we may not be able to attract and retain key personnel. We
do not maintain any key man or other related insurance. The
loss of the service of our Chief Executive Officer and the
inability to attract additional qualified personnel as needed,
could materially harm our business.





Risks Relating to the Offering





Provisions of our articles of incorporation and bylaws may
not be seen in the best interests of our shareholders.





Provisions of our articles of incorporation and bylaws may be deemed
non beneficial to our shareholders, which include when and by whom
special meetings of our shareholders may be called, and may delay,
defer or prevent a beneficial action our Company might have taken.
In addition, certain provisions of the New York Business Corporations
Act also may be deemed to have certain effects on our offering which
include that control of shares acquired in excess of certain specified
thresholds will not possess any voting rights unless these voting
rights are approved by a majority of a corporation's disinterested
shareholders. Further, our articles of incorporation may authorize
the issuance of up to 50,000,000 or more shares of preferred stock
with such rights and preferences as may be determined from time to
time by our board of directors in their sole discretion. Our board
of directors may, without shareholder approval, issue series of
preferred stock with dividends, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other
rights of the holders of our common stock. We have no plans to have
preferred stock at this time but provisions could be made at any time
without prior warning.








We only have firm verbal commitments to purchase any shares.





We have no firm written commitments for the purchase of any shares.
Therefore there is no assurance that a trading market will develop or be
sustained. The Company has not engaged a placement agent or broker for the
 sale of the shares. The Company may be unable to identify investors to
purchase the shares and may have inadequate capital to support its
ongoing business obligations.





Our shares are not currently traded on any market or exchange.
We will apply to have our common stock traded over the counter.
There is no guarantee that our shares will ever be quoted on the
OTC Pink Sheets or listed on an exchange, which could severely
impact their liquidity.





Currently our shares are not traded on any market or exchange.
We will apply to have our common stock quoted via the OTC Pink Sheets.
Therefore, our common stock is expected to have fewer market makers,
lower trading volumes and larger spreads between bid and asked prices
than securities listed on an exchange such as the New York Stock
Exchange or the NASDAQ Stock Market. These factors may result in
higher price volatility and less market liquidity for the common
stock. It is possible that the company's shares may never be quoted
on the OTC Pink Sheets or listed on an exchange. The Company intends
to file a Form 8-A prior to the effectiveness of this registration
to be a fully reporting company.





The tradability of our common stock is very limited under the penny stock
regulations which may cause the holders of our common stock difficulty
if they wish to sell the shares.





Because the quoted price of our common stock is less than $5.00
per share, our common stock is considered a penny stock, and
trading in our common stock is subject to the requirements of
Rule 15g-9 under the Exchange Act. Under this rule,
broker-dealers who recommend low-priced securities to persons
other than established customers and accredited investors
must satisfy special sales practice requirements. The
broker-dealer must make an individualized written suitability
determination for the purchaser and receive the purchasers
written consent prior to the transaction. SEC regulations
also require additional disclosure in connection with any
trades involving a penny stock, including the delivery,
prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and its associated risks.
These requirements severely limit the liquidity of securities
in the secondary market because few broker or dealers are
likely to undertake these compliance activities and this
limited liquidity will make it more difficult for an investor
to sell his shares of our common stock in the secondary
market should the investor wish to liquidate the investment.
In addition to the applicability of the penny stock rules,
other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.








We will incur increased costs as a result of being a public
reporting company.





Once the registration statement, of which this prospectus forms a part,
is declared effective by the SEC, we will attempt to become a public
reporting company. As a public reporting company, we will incur
significant legal, accounting and other expenses that we did not
incur as a non-reporting company, including costs associated with
our SEC reporting requirements. We expect that the additional
reporting and other obligations imposed on us under the Securities
Exchange Act of 1934, as amended (the Exchange Act) will increase
our legal and financial compliance costs and the costs of our related
legal, accounting and administrative activities significantly.
Management estimates that compliance with the Exchange Act reporting
requirements as a reporting company will cost in excess of $150,000
annually. Given our current financial resources, these additional
compliance costs could have a material adverse impact on our financial
position and ability to achieve profitable results. These increased
costs might require us to divert money that we could otherwise use to
expand our business and achieve our strategic objectives.








If the selling stockholders sell a substantial number of shares all
at once or in large blocks, the market price of our shares would
most likely decline.





The selling stockholders may offer and sell many or possibly all
shares of our common stock through this prospectus. Our common
stock will hopefully be quoted on the OTC Markets and any sale
of shares that would be priced below the current market price at
which the common stock is trading will cause that market price
to decline. Moreover, the offer or sale of a large number of
shares at any price may cause the market price to fall. We cannot
predict the effect, if any, that future sales of shares of our
common stock into the market will have on the market price of our
common stock. Sales of substantial amounts of common stock or the
perception that such transactions could occur, may materially and
adversely affect prevailing markets prices for our common stock.





Trading on the OTC Markets is volatile and sporadic, which could
depress the market price of our common stock and make it difficult
for our stockholders to resell their shares.





Our common stock will hopefully be quoted on the OTC Markets.
Trading in stock quoted on the OTC Markets is often thin and
characterized by wide fluctuations in trading prices, due to
many factors, some of which may have little to do with our
operations or business prospects. This volatility could depress
the market price of our common stock for reasons unrelated to
operating performance. Moreover, the OTC Markets is not a
stock exchange, and trading of securities on the OTC Markets
is often more sporadic than the trading of securities listed
on a quotation system like NASDAQ or a stock exchange like
the New York Stock Exchange. These factors may result in
investors having difficulty reselling any shares of our common stock.





Our stock price is likely to be highly volatile because of several
factors, including a limited public float.





The market price of our common stock  is likely to be highly
volatile in the future because there has been a relatively thin
trading market for our stock, which causes trades of small blocks
of stock to have a significant impact on our stock price. You may
not be able to resell shares of our common stock following periods
of volatility because of the market's adverse reaction to volatility.





An investor's ability to trade our common stock may be limited by
trading volume.





A consistently active trading market for our common stock may not occur on the
OTCPK or as a fuly reporting company. A limited trading volume may prevent our
shareholders from selling shares at such times or in such amounts as they may
otherwise desire. The company's shares may never be quoted on the OTC Pink
Sheets or listed on an exchange.








Our company has a concentration of stock ownership and control, which may
have the effect of delaying, preventing, or deterring a change of control.





Our common stock ownership is highly concentrated. Through ownership of
shares of our common stock, one shareholder, beneficially owns 100% of
this company before this offering. As a result of the concentrated
ownership of the stock, this stockholder, acting alone, will be able
to control all matters requiring stockholder approval, including the
election of directors and approval of mergers and other significant
corporate transactions. This concentration of ownership may have the
effect of delaying, preventing or deterring a change in control of our
company. It could also deprive our stockholders of an opportunity to
receive a premium for their shares as part of a sale of our company
and it may affect the market price of our common stock.





DIVIDEND POLICY






At the current time we will not declare or pay cash dividends on
shares of our capital stock. We currently intend to retain any
earnings to develop and expand our business, and do not anticipate
paying cash dividends in the foreseeable future. Any future
determination with respect to the payment of dividends will be
at the discretion of our board of directors and will depend upon,
among other things, our operating results, financial condition and
capital requirements, the terms of then-existing indebtedness, general
business conditions and other factors our board of directors deems relevant.





DETERMINATION OF OFFERING PRICE






As a result of there currently being no established public market for our
shares, the offering price and other terms and conditions relative to our
shares have been determined by the company and do not bear any relationship
to assets, earnings, book value, or any other objective criteria of value.
In addition, no investment banker, appraiser, or other independent third
party has been consulted concerning the offering price for the shares or
the fairness of the offering price used for the shares.














USE OF PROCEEDS






This offering is being made without any involvement of underwriters or
broker-dealers. This means we will receive $500,000 if all of the shares
of Common Stock offered hereunder are purchased. The proceeds from the
resale of the shares under this prospectus are solely for the companies
usage in regards to expanding our business. All proceeds generated will
be reinvested in our company so we can launch many new products and
services. However, we cannot guarantee that we will sell any or all of
the shares being offered by our Company. Accordingly, the shareholders
will not directly receive any proceeds from this offering at the current time.





If 100% of the offered shares are sold we will receive the maximum proceeds
of approximately  $455,000, after offering expenses have been paid.  We
intend to allocate $10,000 to the hosting and servers needed to develop
our platform and website. We will also budget $50,000 to hire website &
software developers for the development and continued maintenance of our
systems through at least the first twelve months. We intend to employ a
minimum of two full-time marketing representatives at $45,000 each, as
well as four full-time sales representatives at $40,000 per representative.
For our marketing campaign, we will budget $125,000 for marketing materials
to properly launch our Company. Further, we will use $100,000 of our net
proceeds for working capital, including but not limited to administrative
and professional fees.





If 75% of the offered shares are sold we will receive approximately
$330,000, after offering expenses have been paid.  We still intend to
allocate $10,000 to the hosting and servers for our website, and $50,000
to hire website & software developers for the development and continued
maintenance of our systems through at least the first twelve months.
In this case we still intend to employ two full-time marketing
representatives at $45,000 each, as well as two full-time sales
representatives at $40,000 per representative. However, we will cut
our budget to $50,000 for marketing materials in order to launch our
Company. Further, we will only have $50,000 allocated for working
capital, including administrative and professional fees.






If 50% of the offered shares are sold we will receive
$205,000, after offering expenses have been paid.  We still intend
to allocate $10,000 to the hosting and servers for our website,
and $50,000 to hire website & software developers. In this case we
only intend to employ one full-time marketing representative at $45,000
per year, as well as only one full-time sales representative at $40,000
per year. We will also cut our marketing materials budget significantly
to $10,000 in order to launch. Further, we will still have $50,000
allocated for working capital, including administrative and professional fees.






If 25% of the offered shares are sold we will receive $80,000, after offering
expenses have been paid.  In this instance, we will still allocate $10,000 to
the hosting and servers, yet only be able to hire one full-time marketing
representative at $50,000 per year. In this case we will not have efficient
funding to hire any additional staff for our website and software development.
Further, we will have only $20,000 allocated for working capital, including
administrative and professional fees. In this case we may not be able to
effectively launch and market our Company, as all of the marketing and sales
tasks would depend on our Chief Executive Officer.






The funds from this Offering will not be used to pay Joshua Farazdel for his
services to the Company at any time, whether provided prior to, during, or
subsequent to the Offering. There can be no assurance that the Company will
raise any funds through this Offering and if a limited amount of funds are
raised, the Company will use such funds according to their best judgment in*

accordance with the possibilities explained in the "Use of Proceeds" section.
This discretion is not unlimited and any such change in the use of proceeds as
discussed above would be restricted to a proportionate reduction in funds
allocated to each specific item listed, and would not differ materially from
the "Use of Proceeds" mentioned above. To the extent our offering proceeds do
not cover any professional fees incurred by the Company, we anticipate paying
for any such expenses out of any additional funding or revenues we receive.






If we require additional funding, we will try to seek such funds from friends,
family, and business acquaintances in order to continue our operations.
As with any form of financing, there are many uncertainties concerning the
availability of such funds on terms that will be acceptable to us, as we have
not yet received any firm commitments or indications of interest from our
friends, family members, or business acquaintances regarding potential
investments in our Company.




















Future Stock Issuances






Except as expressly set forth herein or pursuant to any equity incentive plan,
we have no current plans to issue any additional shares of our capital stock at
any time. However, our authorized but unissued shares of common stock will
possibly be made available for future issuance without stockholder approval.
These additional shares may be utilized for a variety of corporate purposes
among others, including future public and private offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock could render more difficult or
discourage an attempt to obtain control of a majority of our common stock by
means of a proxy contest, tender offer, merger or other process that hasn't been
mentioned.






Competition




The market for selling our type of products is a relatively new & yet
growing industry. We expect to compete with the other company's that sell any
products for smokers. Our Company will also compete on the bases of price for
the time being. Our principal competitors include Doob Tubes LLC and Raw, both
of which offer products with a similar claim to store & mask the odor of a
smaller extinguished piece of smoking material. Numerous other second tier
resellers are entering into the marketplace, consisting of various plastic
and glass tube company's.








We anticipate that most, if not all, of our competitors will initially
have greater name and brand recognition and access to greater amounts of
capital and established relationships with a larger base of current and
potential customers. Because of their size and bargaining power, our
competitors may be able to purchase their product at lower prices than
us in the initial stages of our development. As a result, our operations
may be significantly and negatively impacted by our larger, more
established competitors. Once we commence in successfully establishing
our operations in New York City we will be able to generate enough
revenue by attracting new customers to our brand new proprietary
products as we release them.







Our ability to compete successfully will depend, in part, on the
creation of new products, the quality of our products and there
efficiency, customer service, as well as our marketing efforts and
our ability to anticipate and respond to various competitive factors
affecting this rapidly changing industry. These factors include the
introduction of new products, changes in consumer preferences,
demographic trends, economic conditions, and pricing strategies of
competitors. As a result of competition, we may be required to:










-Constantly create new proprietary products with the risk some
will not be liked by our target market





-Consistently lower our price point on all materials and
supplies our company will buy





-increase overall spending to ensure we are offering the
best quality products to our customers





-continually assess and evaluate our products to ensure
that we are offering the most compelling and affordable
and effective products





-increase our advertising, promotional spending, commissions
and other nessecary customer acquisition costs.




To date Our company only has one competitor who markets a
device that uses a regular clear plastic tube to hold pre
rolled smoking material. It is called Doob Tube LLC, there
website is www.doobtubin.com. The single item they make is
in many stores we are trying to enter in & in some it was
taken out due to customer unpopularity. The company offers
a few colors of one tube and they include funny sayings
printed on the tube. This business model is not appealing
to most smoke shop owners plus there is not much variation.



Our company has made a proprietary product that not only
hold an extinguishing piece of smoking material, but it can
also hold multiple pre rolled or full size cigarettes, and
has the unique ability to put out whatever the customer is
smoking, by placing the lit item in air sufocating cork
cap we provide. Our product is hand crafted, and even
handpainted, yet is portable and affordable. Our strategy
is to sell to every smoker and smoke shop owner and dispensary
thereby distributing the product to millions and millions of
smokers vs. selling a bunch of boxes at very low wholesale
prices to dispensaries and stores, which is the market and
plan Doob Tube LLC has gone after.



Employees and Consultants



As of this date, the Company has no full time employees
other than our sole officer and director, Mr. Joshua Farazdel.
We currently rely on Mr. Farazdel to manage all aspects of our
business, including product production, website, sales
fulfillment, and accounting. Mr. Farazdel has committed to
devote up to 60 hours per week minimum to our Company.
We intend to add staff as the Company grows. Any such additions
will be made at the judgment of management to meet the
Company's then current needs.



Legal Proceedings



We know of no material, existing or pending legal proceedings
against our Company, nor are we involved as a plaintiff in
any material proceeding or pending litigation.
There are no proceedings in which our director, officer or
any affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse
to our interest.














RESULTS OF OPERATIONS



The period from November 24th, 2014 (Inception) to the end
of our first fiscal year December 31st, 2014 We recorded
no revenues at this time for this period.


For the period of November 24th, 2014 (Inception) to
December 31st, 2014, initial inventory, supplies,
administrative expenses & operating expenses, consisting
solely of general and administrative expenses consisted
primarily of management fees, rent, filing fees, accounting
fees, consulting fees and service providers for marketing
and website and software development have totaled to over $4,400.






LIQUIDITY AND CAPITAL RESOURCES



At December 31st, 2014, we had a cash balance of $0.00.
We do not have sufficient cash on hand to commence building
our sales staff or to fund our ongoing operational expenses yet.
We will need to raise funds to commence our sales program and
fund our ongoing operational expenses.
Additional funding will likely come from equity financing
from the sale of our common stock. If we are successful in
completing an equity financing, existing shareholders will
experience dilution of their interest in our Company.
We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund
our exploration activities and ongoing operational expenses.
In the absence of such financing, our business will likely fail.
There are no assurances that we will be able to achieve further
sales of our common stock or any other form of additional financing.
If we are unable to achieve the financing necessary to continue our
plan of operations, then we will not be able to build our sales
platform and continue to develop the software and our business
will ultimately fail.



Cashflows from Operating Activities



For the period of the period of November 24th, 2014 to
December 31st, 2014, we have negative cashflows from
operating expenses totaling over -$4,400.



Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital
expenditures or capital resources.



DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS





The following sets forth the names and ages of our current
director and executive officer. Also the principal offices
and positions with us held by each person and the date such
person became our director, and or executive officer.
Our Board of Directors appoints our executive officers.
Our directors serve until the earlier occurrence of the
election of his or her successor at the next meeting of
shareholders, death, resignation or removal by the Board
of Directors.  Other than Mr.Farazdel, the Company has no
promoters as that term is defined by Rule 405 of Regulation S-K.



Name - Joshua Farazdel
Age - 25
Position - Director, Chairman, President, CEO,
CFO, Secretary and Treasurer



EXECUTIVE COMPENSATION



Summary Compensation Table. The table set forth below
summarizes the annual and long-term compensation for services
in all capacities to us payable to our sole officer and
director for the period ended June 30, 2014 . Our Board of
Directors may adopt an incentive stock option plan for our
executive officers that would result in additional compensation.



Name - Joshua Farazdel


Age - 25


Title and Principal Position - Chairman, CEO, and President

Year - 2014

Salary - $0

Bonus - $0

Stock Awards - $0

Option Awards  - $0

Non-Equity Incentive Plan Compensation - $0



Nonqualified Deferred Compensation Earnings - $0



All other Compensation - $0

Total  - $