The Company

Vama is a Delaware-registered, New York–headquartered financial technology company developing an integrated platform that combines instant payments with secure messaging to create the first social-financial application. Founded in 2022, the Company seeks to eliminate the need for users to toggle between multiple applications by embedding protected payment functionality directly within conversational interfaces. While Vama’s messaging, voice, and video features are currently operational, its transaction layer remains in limited testing among a restricted group of users in the United States pending full deployment.

Vama is in the process of establishing a partnership with a licensed U.S. financial institution to support regulatory-compliant digital transaction processing. Upon completion, this relationship is expected to enable the Company to activate its peer-to-peer payment capabilities and, subject to licensing requirements, expand into additional markets in Latin America and Asia. The Company’s broader objective is to allow individuals to communicate and conduct financial activity within a single system interaction.

The mobile application is designed to prioritize user friendliness, secure engagement, and broad accessibility. Vama’s unified framework aims to allow users to correspond, share media, and perform protected financial operations—including transferring funds—within one application environment. Looking forward, the Company may also incorporate additional capabilities such as international payments, multi-currency balances, foreign-exchange functionality, and AI-supported tools for onboarding, expense coordination, and contextual assistance. Together, these planned enhancements reflect Vama’s intention to streamline communication and financial connectivity for digitally native users.

The Company also holds full ownership of its Singapore subsidiary, Vama Int Pte. Ltd., which operates as a wholly-owned entity.

Vama’s mission is to unify communication and financial activity within a single, secure, and intuitive mobile application. By integrating payments directly inside its messaging interface, Vama aims to eliminate friction for users who would otherwise switch between multiple applications to communicate, send funds, and manage day-to-day financial tasks. The platform is being built with strong encryption and security controls designed to safeguard user data, privacy, and the integrity of communications and transactions.

The Vama application is currently available on iOS and Android, offering secure messaging, voice calls, and video communications. The Company is finalizing integrations with a licensed financial institution to enable peer-to-peer payments; this functionality is presently accessible to a limited U.S. user group for testing. No revenue is generated from messaging-only usage.

Vama’s long-term innovation strategy centers on building infrastructure that enables the platform to participate economically whenever funds enter, move within, or exit the ecosystem, and—where permitted—through data-supported financial services such as foreign exchange, settlement speed, and limited credit products. Additional planned enhancements may include international payments, multi-currency balances, debit card programs, and AI-supported tools for onboarding, expense sharing, and contextual assistance. Over time, Vama may also explore making its payment and messaging rails available to third parties through APIs or white-label solutions. These initiatives represent planned directions of development and are not guarantees of future results.

Vama’s core product is a mobile application that allows users to communicate and, subject to regulatory and/or banking integrations, conduct financial transactions within the same interface. Vama’s objective is for Users to be able to send secure messages and documents, organize conversations, and—upon activation of the payment layer—initiate transfers directly in chat threads with real-time visibility into transaction status.

The Company’s planned financial functionality is designed to support a broad range of payment activity, including card-based spending, wallet-to-wallet transfers, bank withdrawals, and cross-border remittances. The platform may also support multi-currency balances, foreign exchange, and optional AI-driven features intended to simplify communication and financial coordination. These initiatives represent planned directions of development and are not guarantees of future results.

For small businesses and creators, Vama aims to offer lightweight commerce tools such as pay-by-link, digital invoices, subscriptions, and storefront-in-chat capabilities. Future premium tiers may provide faster settlement, higher limits, enhanced analytics, and dedicated support. The Company is also evaluating opportunities to extend short-term working-capital advances or micro-loans based on observed transaction flows, subject to applicable lending regulations.

At an infrastructure level, Vama may explore providing API access to its messaging, wallet, and payment capabilities, along with optional services such as identity verification, KYC, and fraud-risk evaluation. These features may be offered on a usage-based or licensing basis. All product and service descriptions reflect current development plans and may evolve based on regulatory requirements, market conditions, and technical considerations.

As part of its product roadmap, Vama aims to roll out group communication features intended to reduce friction around planning, coordination, and shared spending within group chats. These concepts explore the use of integrated third-party artificial intelligence services to help organize unstructured conversations into structured outputs such as events, schedules, tasks, and shared expense summaries. Any such capabilities would operate as assistive tools within the messaging experience, with all suggested actions subject to explicit user review and confirmation before becoming official. These features remain in the research and development phase and are not guaranteed to be developed or deployed.

The markets in which the Company operates are highly competitive and rapidly evolving. Vama competes with a wide range of large, well-funded, and established technology and financial-service providers, as well as emerging startups in both the communication and digital-payments sectors.

Messaging and Communication Platforms

On the messaging side, Vama competes with established global applications including Apple (iMessage), Signal, Telegram, WhatsApp, Messenger, Viber, Snapchat, and Discord.

These platforms benefit from significant installed user bases and are often integrated directly into major operating systems or social-media ecosystems, such as Apple (iOS) and Meta (WhatsApp, Messenger, and Instagram Chat). Competitors emphasize security, end-to-end encryption, and unique user-experience features such as ephemeral messages, group collaboration, or community channels. All of these applications are offered at no cost to the user, monetized instead through hardware ecosystems (Apple) or data-driven advertising and behavioral analytics (Meta).

Payments and Financial Applications

On the payments side, Vama competes with specialized “pure-play” financial applications, including:

• Venmo (P2P focus, U.S.)
• Cash App (P2P and retail payments, U.S.)
• PayPal (B2B and C2B focus, international)
• Apple Cash (U.S.)
• Zelle (bank-to-bank transfers, U.S.)

These competitors operate on mature financial infrastructures and benefit from strong regulatory coverage, brand trust, and existing network effects. Some also act as merchant payment gateways, enabling direct integration with online or retail checkout systems.

Unlike standalone wallets or messaging apps, Vama is building a unified communication and payments platform intended to merge secure chat, social connection, and real-time financial interaction into one environment. The app’s messaging and calling features are live, while its payment capabilities remain in limited integration testing through the Company’s partnership with a regulated U.S. financial institution. Once launched, users will be able to send and receive funds directly within conversations, supported by built-in compliance, encryption, and transaction monitoring.

Vama’s roadmap also includes AI-assisted features designed to enhance convenience—such as intelligent reminders, expense tracking, and contextual automation—subject to further development and regulatory validation.

The Company currently maintains no formal patent or trademark registrations. The Company has plans to register its wordmark, logomark and composite mark. The Company maintains contractual agreements with its vendors and development partners, including related party service providers, that assign to the Company ownership of all intellectual property created in connection with services performed for the Company, including software code, application designs, user interfaces, algorithms, technical documentation, and related work product. However, the Company has not conducted a comprehensive audit to verify that all such agreements contain adequate intellectual property assignment provisions, that all work product has been properly transferred to the Company, or that no third-party intellectual property has been incorporated into the Company's platform without proper licenses. The enforceability of these ownership provisions may be subject to challenge, and the Company cannot guarantee that disputes will not arise regarding ownership of intellectual property created by vendors or contractors.

Financials

The following financial information presents the historical financial position, results of operations, and cash flows of Technology Holdings North America Inc. (the "Company" or "Vama") for the periods indicated. The financial statements for the years ended December 31, 2022, 2023, and 2024 have been audited by independent certified public accountants in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). The financial statements for the nine months period ended September 30, 2025, are unaudited but have been prepared on a consistent basis with the audited financial statements.

Prospective investors should carefully review the financial statements and accompanying notes, which provide detailed information regarding the Company's financial condition, accounting policies, and the assumptions underlying the presented information. The Company has incurred significant operating losses since inception and has a limited operating history. As discussed in the independent auditor's reports, there is substantial doubt about the Company's ability to continue as a going concern.

The following table presents the Company's consolidated balance sheets as of September 30, 2025 (unaudited), December 31, 2024 (audited), and December 31, 2023 (audited):

Assets: As of September 30, 2025, the Company held total assets of $105,731, representing a significant decrease of 92.5% from $1,405,342 at December 31, 2024. This decline was primarily driven by a substantial reduction in cash and cash equivalents, which decreased by $1,196,739 (97.2%) during the nine-month period. The Company's cash position declined from $1,231,087 at year-end 2024 to $34,348 as of September 30, 2025, reflecting ongoing operating losses and negative cash flow from operations. The Company's right-of-use assets, which relate to operating lease obligations for office space, decreased to $37,883 as of September 30, 2025, from $104,218 at December 31, 2024, due to ongoing amortization. Other receivables of $16,000 primarily consist of security deposits related to the Company's office lease.

Liabilities: Total liabilities increased from $172,335 at December 31, 2024 to $181,410 at September 30, 2025, an increase of 5.3%. The primary driver was the increase of payroll liabilities which reflect the increase of employees during the year which were then offset with the reduction in lease liabilities as the Company made scheduled lease payments. Current liabilities as of September 30, 2025 consisted primarily of accrued payroll ($117,285), due to related party ($18,000), short term lease liabilities ($39,550), and accounts payable ($6,575). The Company has no debt financing and all liabilities represent operating obligations.

Stockholders' Equity: Stockholders' equity declined dramatically from $1,233,006 at December 31, 2024 to $(75,679) at September 30, 2025, a 106.1% reduction driven by the Company's net loss of $5,672,836 during the period. This was partially offset by capital raises including $4,063,821 from Class B stock issuances and $300,330 from SAFE issuances. The accumulated deficit increased from $4,613,996 to $10,286,833, reflecting cumulative losses since inception in May 2022.

The following table presents the Company's consolidated statements of operations for the nine months ended September 30, 2025 (unaudited), the years ended December 31, 2024 and 2023 (audited), and the period from inception through December 31, 2022 (audited):

Revenue: The Company has generated minimal revenue since inception. During 2022, the Company recorded $20,000 in other income from a services agreement with Service Benefits LLC. In 2023, the Company recorded $72,340 from the same arrangement. The Company has not generated revenue from its core business—the Vama messaging and payments platform—as payment functionality remains in limited beta testing.

Operating Expenses: Operating expenses have increased dramatically as the Company has invested heavily in product development, marketing, and infrastructure. Total operating expenses increased from $12,949 in 2022 to $344,490 in 2023 (2,561% increase), and further to $4,336,144 in 2024 (1,158% increase). During the first nine months of 2025, operating expenses totaled $5,672,964, indicating an annual run rate of approximately $7.6 million.

Net Loss: The Company has incurred significant and increasing net losses. Net losses totaled $5,672,836 for the nine months ended September 30, 2025, $4,334,803 for the year ended December 31, 2024, and $272,150 for the year ended December 31, 2023. Cumulative net loss from inception through September 30, 2025 totaled $10,286,833.

The following table presents the Company's consolidated statements of cash flows for the nine months ended September 30, 2025 (unaudited) and the years ended December 31, 2024 and 2023 (audited):

Operating Activities: The Company has experienced consistently negative cash flows from operating activities. Cash used totaled $5,488,889 in the first nine months of 2025, $4,305,714 in 2024, and $245,253 in 2023. Based on these figures, the Company’s average monthly cash burn increased from approximately $20,000 in 2023 to approximately $360,000 in 2024, and further to approximately $610,000 in the first nine months of 2025, more than a 30-fold increase over two years as the Company staffed up, expanded marketing, and assumed office lease commitments.

Investing Activities: The Company has not engaged in any significant investing activities, reflecting its focus on software development (expensed as incurred) rather than capital equipment purchases.

Financing Activities: The Company has relied entirely on equity and equity-like financing. During the nine months ended September 30, 2025, the Company raised $4,063,821 from Class B stock and $300,330 from SAFEs. During 2024, the Company raised $3,759,359 from stock and $1,290,598 from SAFEs. During 2023, the Company raised $332,750 from stock and $464,296 from SAFEs.

The Company's operating expenses have grown substantially as the organization has scaled from pre-seed startup to a company preparing for commercial launch.

2023 Operating Expenses: Total operating expenses in 2023 were $344,490. The Company began hiring technical staff ($154,358 in SG&A) and engaging professional service providers ($138,498 in legal and professional fees). Marketing was minimal at $51,635.

2024 Operating Expenses: Expenses accelerated to $4,336,144 (1,158% increase). SG&A increased to $2,979,649 (1,831% increase), reflecting headcount growth and infrastructure costs. Advertising and marketing grew to $954,462 (1,748% increase). Legal and professional increased to $402,033 (190% increase).

First nine months 2025 Operating Expenses: Expenses totaled $5,672,964, suggesting an annual run rate of $7.6 million. SG&A increased to $4,826,360 (116% annualized increase). Advertising and marketing declined to $598,073 (16.5% annualized reduction). Legal and professional expenses were $248,531 (17.6% annualized reduction).

The Company has engaged in various transactions with related parties. The Company's founder and majority shareholder is the founding member of Technology Services Group Pte Ltd/Attix APAC Pte Ltd ("TSG") and Service Benefits LLC / Attix Inc. ("SB" / "Attix").

Technology Services Group Pte Ltd/Attix APAC Pte Ltd (TSG): Throughout 2025, 2024, and 2023, TSG provided IT and software development services totaling $388,450, $1,010,000, and $55,000, respectively. These represent core development work on the Vama platform and constitute a material portion of the Company's operating expenses. The Company's founder is the founding member of TSG, creating potential conflicts of interest. The lack of exclusive service agreements, defined performance metrics, and competitive bidding processes raises questions about whether these arrangements were negotiated at arm's length and whether the pricing reflects fair market value. The Company has not obtained independent valuations or fairness opinions regarding these transactions.

Service Benefits LLC / Attix Inc. (SB/Attix): Throughout 2025, 2024, and 2023, SB/Attix provided marketing services for $29,800, $616,100, and $10,000, respectively. These include brand strategy, digital marketing, content creation, and user acquisition campaigns.

In 2023, the Company provided technical support to Service Benefits LLC for $72,340. This arrangement was not the Company's primary business and terminated at the end of 2023.

As of September 30, 2025, amounts due to related parties totaled $18,000. As of December 31, 2024, amounts due totaled $19,357. However, the terms may not have been negotiated at arm's length and may not reflect terms from unrelated parties. This concentration of services from related parties creates operational and governance risks.

The Company has not obtained independent appraisals, fairness opinions, or competitive bids for these services. There is substantial risk that the Company has overpaid for these services, which would constitute a transfer of investor capital to the founder-controlled entities. No independent director or disinterested party approved these transactions

The Company has raised capital through SAFEs. As of September 30, 2025 and December 31, 2024, the Company had outstanding SAFEs of $931,378 and $1,754,894, respectively. The SAFE has become popular among early-stage technology companies as a faster, less expensive alternative to preferred stock financings.

The SAFE agreements represent contractual rights to future equity upon specified triggering events. These do not represent equity ownership as of issuance and carry no voting rights until conversion.

Upon Qualified Equity Financing: If the Company conducts an equity financing with proceeds of $1,000,000 or more, SAFE holders will receive shares of the same class sold during the financing. The number of shares is determined using either a "discount" or "valuation cap" mechanism (set at $40,000,000 or $149,000,000), whichever is more favorable to the SAFE holder.

Upon Liquidity Event: Upon a liquidity event (such as change of control, IPO, or merger), SAFE holders may either receive a cash payment equal to the SAFE Purchase Price or automatically receive shares at a predetermined valuation.

As of September 30, 2025, the Company's liquidity position was critically constrained: Cash and Cash Equivalents: $34,348; Total Current Assets: $67,848; Total Current Liabilities: $181,410; Working Capital: $(113,562); Current Ratio: 0.37; Monthly Cash Burn Rate: Approximately $610,000. The Company is in a critical cash position with only $34,348 in cash against a monthly burn rate of $610,000. 

Since inception in May 2022 through September 30, 2025, the Company has raised approximately $10,211,154 through equity and equity-like financing. During this period, the Company has incurred cumulative net losses of approximately $10,286,833. This demonstrates that the Company has consumed all capital raised to fund operating losses and working capital needs.

The Company requires significant additional capital to fund operations, complete product development, launch commercial payment services, execute marketing campaigns, and achieve business objectives. Current cash of approximately $34,348 is insufficient to support operations for more than a few days at the current burn rate. The Company estimates that proceeds from this Offering will provide sufficient capital to fund operations for approximately 36 months and achieve profitability, assuming the Maximum Offering Amount of $50,000,000 is raised. However, actual capital requirements may vary significantly depending on numerous factors including product development pace and cost, timing and success of commercial launch, marketing effectiveness, regulatory approvals, competitive dynamics, headcount needs, and unforeseen obstacles. There is no assurance the Company will raise sufficient capital or achieve profitability.

The Company has no debt financing as of September 30, 2025. The Company has not pursued debt financing due to lack of positive cash flow, absence of tangible collateral, high risk profile, and early-stage company preference for equity financing. The Company may pursue debt financing in the future if market conditions improve.

The independent auditors' reports for the years ended December 31, 2024, 2023, and 2022 include explanatory paragraphs expressing substantial doubt about the Company's ability to continue as a going concern. The auditors noted the following conditions:

• Recurring Losses: The Company has incurred significant and increasing net losses in each reporting period since inception. Cumulative net loss from inception through September 30, 2025 totaled $10,286,833. The company shifted from a small profit in 2022 to substantial and accelerating losses.
• Negative Cash Flows from Operations: The Company has experienced consistently negative cash flows from operating activities, indicating that cash from daily operations is insufficient to sustain the business. Cash used totaled $245,253 in 2023, $4,305,714 in 2024, and $5,488,889 in the first nine months of 2025.
• Limited Liquidity: As of September 30, 2025, the Company held only $34,348 in cash, representing less than one month of liquidity at the current burn rate.
• Dependence on External Financing: The Company has been entirely dependent on external equity financing to fund operations and has generated no revenue from core business operations.

Management's plans to address going concern uncertainty include: (1) Generating revenue through commercial launch of the Vama platform's payment functionality; (2) Raising additional capital through this Offering; (3) Managing operating expenses through efficiencies; and (4) Pursuing strategic partnerships. There is no assurance these plans will be successful or sufficient to resolve the going concern uncertainty.

The Company is taxed as a C corporation for U.S. federal and state purposes. The Company accounts for income taxes under the asset and liability method. As of September 30, 2025, the Company had deferred tax assets related to net operating loss carryforwards of approximately $10,286,833. The Company has established a full valuation allowance against these assets due to uncertainty regarding future taxable income utilization. The Company has not filed all required tax returns and is in the process of completing such filings. The Company is currently not subject to IRS examination for years prior to 2019.

The Company leases office space. As of September 30, 2025, the Company had right-of-use assets of $37,883 and corresponding lease liabilities of $39,550(all short-term). The weighted average remaining lease term was approximately 5 months. Future minimum lease payments are: 2025 (remaining 5 months): $24,000; 2026: $16,000; Total: $40,000.

As of September 30, 2025 and December 31, 2024, there were no pending or threatened lawsuits expected to have material effect on operations. However, the Company was subject to litigation in December 2024 regarding marketing SMS messages sent without proper consent. The plaintiff voluntarily dismissed the case after the Company presented evidence of valid consent. This highlights compliance risks associated with the messaging platform and marketing communications. The Company's operations are subject to extensive federal and state regulation regarding money transmission, AML, KYC, consumer protection, and data privacy. Failure to comply could result in fines, operational restrictions, license loss, or other penalties.

Between October 1, 2025 and October 15, 2025, the Company entered into numerous Subscription Agreements with investors for its Class B Non-Voting Common Stock. The Company issued 71,986 shares for total proceeds of $55,990

Shareholders and Board of Directors

The majority shareholders and board of directors of the Company are listed below.

Carlos Cruz is the majority shareholder. Carlos Cruz currently owns 496,869,392 shares of Common Stock which represents 95.69% of total shares outstanding as of October 31, 2025.

Carlos Cruz: Carlos Cruz is an accomplished international entrepreneur with a track record of leading multi-million-dollar companies, including as CEO of TA Fintech Inc., Vittori Inc., and the Attix Group Corporation. He focuses on building scalable products, tightening operations, and aligning teams around clear, measurable outcomes. A master of operations, multi-channel product distribution, and marketing, Carlos has a proven ability to increase sales, grow bottom lines, and spearhead operational improvements that drive productivity and reduce costs. With a keen eye for detail and a pragmatic approach, Carlos thrives in dynamic, demanding environments. Carlos's exceptional communication skills and strong negotiation abilities have been essential in negotiations with vendors and other software developers. Carlos is responsible for leading operations and strategic direction with full responsibility for bottom-line factors, including long-range planning and global product management.

The Offering

Up to Fifty Million Dollars ($50,000,000) at $1 per share. If the Offering is oversubscribed, the company may accept subscriptions above $50,000,000 as it deems appropriate in its sole discretion.

The minimum investment is $10,000. The company reserves the right to accept investments that are less than the minimum investment.

Investors who subscribe for Shares in this Offering may be eligible to receive additional Common Shares as a bonus based on their total investment amount, as follows:

Bonus Share Terms and Conditions

1. Calculation: Bonus sharesare calculated as a percentage of thetotal number of Shares purchased at theoffering price of $1.00 per share. Forexample, an investor purchasing $60,000 ofShares (60,000 shares) would receive anadditional 9,000 bonus shares (15% of60,000 shares).
2. Same Class: Allbonus shares issued under this programwill be Common Shares with identical rights,preferences, and restrictions as the Sharespurchased in this Offering.
3. No Additional Consideration:Bonus shares are issued without additionalconsideration from the investor.
4. Timing of Issuance:Bonus shares will be issued simultaneouslywith the underlying Shares upon acceptanceof the investor's Subscription Agreement andreceipt of funds.
5. Company Discretion: TheCompany reserves the right, in its solediscretion, to modify, suspend, or terminatethe bonus share program at any timewithout prior notice. Any modifications willnot affect bonus shares already committedto investors whose subscriptions have beenaccepted.
6. Dilution Impact: Theissuance of bonus shares will result inadditional dilution to existing shareholdersand may affect the Company's capitalizationstructure. Investors should consider this dilutionwhen evaluating their investment.
7. Tax Implications: Investorsshould consult with their tax advisorsregarding the potential tax implications ofreceiving bonus shares, as the receiptof bonus shares may constitute taxableincome.
8. Securities Law Compliance:Bonus shares are subject to the sametransfer restrictions and securities law limitationsas the underlying Shares purchased inthis Offering.
9. Fractional Shares: Ifthe bonus share calculation results infractional shares, such fractional shares willbe rounded down to the nearest wholeshare.
10. Offering-Specific Program:This bonus share program applies exclusivelyto the current offering described in thisMemorandum and does not extend to anysecurities issued in prior offerings orany future offerings the Company may conduct.
11. Documentation: Bonus shareswill be reflected in the Company’s capitalizationtable maintained by its licensed transferagent. Important Notice: The offer ofbonus shares does not guarantee any particularreturn on investment or future value ofthe securities. All securities offered, includingbonus shares, involve significant risk andmay result in total loss of investment.

Discretionary Additional Bonus Shares

In addition to the bonus shares described above, the Company reserves the right, in its sole and absolute discretion, to award additional bonus shares to any investor in this Offering on such terms and in such amounts as the Company deems appropriate. Such discretionary bonus shares, if awarded, may be based on factors including but not limited to investment timing, strategic value to the Company, investor relationships, market conditions, or other considerations determined by management to be in the best interests of the Company. The Company has no obligation to award any discretionary bonus shares and may elect to award such shares to some investors and not to others, even among investors contributing similar amounts. Any discretionary bonus shares awarded will be of the same class and have the same rights, preferences, and restrictions as the Shares purchased in this Offering and will be subject to the same transfer restrictions and securities law limitations. Investors should not rely on the possibility of receiving discretionary bonus shares when making their investment decision, as there is no guarantee that any such shares will be awarded. The determination to award discretionary bonus shares and the amount thereof shall be made by the Company in its sole discretion and shall be final and non-appealable.

Bonus Shares Impact on Effective Share Price 

The bonus share program creates substantially different effective prices per share depending on the amount invested. While the stated offering price is $1.00 per share, investors receiving bonus shares will pay a lower effective price per share after accounting for the bonus shares received. For example, an investor purchasing $25,000 of Shares (and receiving a 10% bonus) will receive 27,500 total shares for an effective price of approximately $0.91 per share, while an investor purchasing $40,000,000 of Shares (and receiving a 224% bonus) will receive 129,600,000 total shares for an effective price of approximately $0.31 per share. This means that larger investors are acquiring shares at effective prices that are substantially lower-in some cases less than one-third-of the effective prices paid by smaller investors. This differential pricing structure may create disparities in investment returns and dilution impacts among investors in this Offering, as larger investors will hold proportionally more shares relative to their capital contribution than smaller investors. Prospective investors should carefully consider how the effective price per share at their investment level compares to the effective prices available at other investment levels when evaluating this investment opportunity.

The Offering will terminate on December 1, 2026 (the "Offering Termination Date"); provided the CEO in its discretion may terminate the Offering earlier or extend the Offering Termination Date, as it deems appropriate, in its sole discretion.

As of June 30, 2025, the Company's authorized capital structure consists of: (1) 500,000,000 shares of Class A Voting Common Stock with 496,869,392 outstanding; (2) 200,000,000 shares of Class B Non-Voting Common Stock with 13,332,397 outstanding; and (3) 10,000,000 shares of Preferred Stock with no shares outstanding.

Class A holders are entitled to one vote per share. Carlos Cruz, the Company's founder, owns 496,869,392 shares of Class A stock, representing 95.69% of total shares outstanding as of June 30, 2025 and 100% of voting power. This concentrated voting provides the founder with supermajority control over significant corporate decisions.

Class B Non-Voting Common Stock holders have no voting rights but participate in distributions and liquidation proceeds. The Company has issued Class B shares primarily to investors in Regulation D offerings and Regulation Crowdfunding campaigns.

The Company has effected multiple stock splits: a 5,000-for-1 split in March 2023, a 3-for-1 split in November 2023, and a 3.312462611-for-1 split in 2024. These have been retroactively applied in the financial statements.

The Company has plans to issue stock option grants to a founding employee, which is equivalent to approximately 3% of the Company shares.

As of October 31, 2025,there were 519,249,697 Common Stock sharesissued and outstanding, comprised of:

• Founder shares: 496,869,392 (95.69%)
• Regulation D offerings: 15,567,212 (3%)
• Reg CF: 6,813,093 (1.31%)

*All in the above table are as of October 31, 2025

The Company has established a valuation of $520,000,000, which was determined arbitrarily by the Company's management without any independent third-party appraisal, market-based analysis, or established valuation methodology. This valuation does not reflect any arm's length negotiation, comparable company analysis, discounted cash flow analysis, or other generally accepted valuation criteria, and prospective investors should not rely on this valuation as an indication of the Company's actual worth or fair market value.

Investors should assume that the actual value of the Company and their investment may be zero or substantially less than the stated valuation. The $520,000,000 valuation is aspirational only and does not represent fair market value, liquidation value, or any other recognized measure of enterprise value.

The Company may issue additional securities from time to time until the Offering Termination Date to either existing or new investors through various offering structures and under different regulatory exemptions. Such securities may include common stock, preferred stock, convertible securities, debt securities (including promissory notes and bonds), warrants, options, or other hybrid securities as determined by the Company's Board of Directors.

The Company may conduct such offerings under various exemptions including Section 4(a)(2), Regulation D (Rule 506(b) or Rule 506(c)), Regulation A, Regulation Crowdfunding, intrastate offerings under Rule 147, employee benefit plan exemptions under Rule 701, or other available federal or state exemptions.

Such future offerings may be conducted on terms that are more or less favorable than this Offering, including different pricing, rights, and preferences. Future equity offerings may result in dilution to existing shareholders, and debt offerings may impose operational restrictions and create senior claims on Company assets. The Company may engage intermediaries and pay commissions in connection with such offerings. The timing, size, and terms of any future offerings will be determined by management and the Board of Directors in their sole discretion.

Additionally, the Company may engage one or more broker-dealers in connection with this Offering, and such broker-dealers may offer different or better terms to certain investors, including but not limited to different pricing, bonus share percentages, or other preferential terms, at the sole discretion of the broker-dealer and the Company. 

The Shares are being sold only to "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act. In addition to qualifying as an accredited investor, each purchaser of Shares will be required to make representations relating to their investment background and sophistication, and the suitability of an investment in the Shares.

Persons interested in subscribing for Shares must complete the Subscription Agreement and execute all subscription documents. In the event an investor's subscription is accepted, the Company will require the investor to fund one hundred percent (100%) of its investment in cash at the time that the investor's subscription is accepted.

This Offering relies on the exemptive provisions of Regulation D, 506(c).

As is further discussed under "Risk Factors" below, an investment in the Company is subject to a high level of risk.

Each Eligible Investor will be required to represent in the Subscription Agreement that it is acquiring the Shares for investment and not with a view to resale, that the Eligible Investor understands that the Shares are not freely transferable and, in any event, that the Eligible Investor must bear the entire economic risk of investment in the Shares for an indefinite period of time because of the following: (i) the Shares have not been registered under the Securities Act or applicable state securities laws; and (ii) the Shares cannot be sold without the Company consent, which may be granted or withheld in its sole discretion. As more particularly described in the Stockholders' Agreement, transfers of Shares may be subject to certain rights of first refusal rights and other restrictions.

In addition, prior to termination of the Company, Investors will have no right to demand repayment of invested capital. Even if securities law exemptions are available and a sale would be permitted, no ready market now exists, nor can such a market be expected to exist, for the sale, transfer, or other disposition of the Shares. Therefore, an Investor will be required to bear the entire economic risk of its investment for an indefinite period of time.

The Shares may be purchased only by Accredited Investors. The Company may engage a service provider to ensure compliance with this section. Under Rule 506(c), the Company is required to take reasonable steps to verify that each purchaser of Shares is an "accredited investor" as defined in Rule 501(a) of Regulation D. Self-certification alone is not sufficient to satisfy these verification requirements.

There is no assurance that all Shares will be sold and the Company reserves the right to refuse to sell Shares to any person, in its sole discretion, and may terminate this Offering at any time. 

The Company anticipates it will offer the Shares to prospective investors either on its own or through one or more registered broker-dealers or others legally eligible to receive compensation for assisting the Company in offering and selling Shares. Such persons may include placement agents, finders, or similar persons. Any such offers or sales of Shares by a third party engaged to assist the Company in selling Shares will be on the same terms as set forth in this Memorandum. 

The CEO may, in his sole discretion, purchase Shares for any reason deemed appropriate by him, including, but not limited to, causing the Company to attain the Maximum Offering Amount. The CEO will not acquire such Shares with a view to resell or distribute such Shares. Those purchases, if any, shall be made on the same terms and conditions as are available to all investors in this Offering.

The Shares are being offered and sold in reliance upon exemptions from the Securities Act and state securities laws. Accordingly, the ability to purchase Shares and participate in this Offering has been strictly limited to persons satisfying the Investor Suitability Requirements described herein, and this Memorandum does not constitute an offer to sell or a solicitation of an offer to buy with respect to any person not satisfying those requirements.

In the event of a Company liquidation, dissolution, or winding up, after the payment of all debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of Preferred Stock, if any, the holders of Common Shares will be entitled to share ratably in the net assets legally available for distribution to shareholders.

Holders of Common Shares have no preemptive, conversion, anti-dilution, or other rights, and there are no redemptive or sinking fund provisions applicable to Common Shares.

The Company has never declared or paid cash dividends and intends to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

The Shares have not been registered under the Securities Act or any applicable state securities laws and are being offered and sold in reliance upon exemptions from the registration requirements of such laws. The Shares are "restricted securities" under federal securities laws and may not be offered, sold, pledged, or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (provided that all applicable conditions are satisfied); (iv) to "accredited investors" (as defined in Rule 501(a) of Regulation D) in transactions exempt from registration; or (v) in another transaction that does not require registration under the Securities Act and applicable state securities laws.

A Shareholder may not sell, assign, or transfer its Shares without the prior express written consent of the CEO (except in the case of certain estate planning transfers).

We will hold an initial closing on any number of subscriptions at any time during the Offering and we may hold one or more additional closings until we determine to cease having any additional closings during the Offering. We will close on proceeds based upon the order in which they are received. We will consider various factors in determining the timing of any additional closings following the initial closing, including the amount of proceeds received at the initial closing and any prior additional closings. Investment commitments are not binding on the Company until they are accepted by the Company. 

Oversubscriptions will be allocated at the discretion of the Company.

Other than this Memorandum and the exhibits hereto, no other literature will be used in the Offering of the Shares. The Company may also respond to specific questions from prospective investors. Business reply cards, introductory letters or similar materials may be sent to potential investors or finders for use, and other information relating to the Offering may be made available to potential investors or finders for their internal use. However, the Offering is made only by means of this Memorandum. Except as described herein, neither the Company nor any Agent has authorized the use of other sales materials in connection with the Offering. The information in such material does not purport to be complete and should not be considered as a part of this Memorandum, or as incorporated in this Memorandum by reference or as forming the basis of the Offering of the Shares.

No finder, dealer, broker-dealer, salesman, or other person has been authorized to give any information or to make any representations other than those contained in this Memorandum or in any sales brochure literature issued by the Company regarding this offering, and referred to in this Memorandum and, if given or made, such information or representations must not be relied upon.

Inquiries regarding subscriptions should be emailed to invest@vama.com.

Use of Proceeds

The gross proceeds to the Company of this private placement will be a maximum of Fifty Million Dollars ($50,000,000) if all shares are purchased. 

The following table sets forth the Company’s current estimates of the use of net proceeds from this Offering:

The values above are not inclusive of payments to financial, placement agent, and escrow related fees, all of which were incurred in the preparation of this Offering. These fees will be deducted from the gross proceeds of the Offering prior to allocation of the net proceeds according to the categories outlined above.

The foregoing represents the Company’s current best estimate of the anticipated application of proceeds. Actual allocations may vary depending on market conditions, operational requirements, and the timing of development milestones. Management shall have full discretion to adjust or reallocate funds among the categories described above as it deems necessary or advisable to achieve the Company’s strategic objectives and to preserve shareholder value.

The amounts actually expended for these categories as well as other purposes may vary significantly and will depend on a number of factors. Accordingly, the Company will retain broad discretion in the allocation of proceeds of this offering. The Company will be permitted use of the funds immediately upon acceptance of a Subscription Agreement. Additionally, the Company's management may choose to allocate unsold.

How to Invest

In order to subscribe for Shares, a prospective investor must deliver the following documents to the Company:

1. An executed Subscription Agreement and the questionnaires and documents required therewith.
2. A wire, ACH, or other payment acceptable by the Company made payable to the Company in an amount equal to One Hundred Percent (100%) of such investor’s subscription. Prospective investors will receive wire transfer instructions upon acceptance of the Subscription Agreement.
3. Backup documentation to support accredited investor status if requested.

Escrow of Subscriptions. Funds received from Investors will be held in an escrow account with Industry Fintech, Inc. acting as escrow agent (the "Escrow Agent").

Subscriptions are not binding on the Company unless or until accepted by the CEO on behalf of the Company. The CEO has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for a period of 30 days after receipt of the subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected and any investment amounts will be returned to the investor by the Company Agent. The Subscription Agreement shall be countersigned by the President upon acceptance and will be delivered to the Subscriber.

The CEO may, in its sole and absolute discretion, refuse a subscription for Shares if it believes that an investor does not meet the applicable investor suitability requirements (or investor has not provided satisfactory documentation establishing the same), the Shares otherwise constitute an unsuitable investment for the investor, or for any other reason. In addition, the Company reserves the right to terminate any Subscription Agreement at any time prior to the Final Closing, in the sole discretion of the CEO, in which event all amounts deposited with respect to such terminated Subscription Agreement will be returned by the Escrow Agent within five (5) business days, with interest actually earned and without reduction.

As part of the Company’s responsibility for the prevention of money laundering, the Company and its affiliates, subsidiaries, or associates may require a detailed verification of a subscriber’s identity, any beneficial owner underlying the account and the source of any payment to the Company. The Company and the CEO each reserve the right to request such information as is necessary to verify the identity of a subscriber and the underlying beneficial owner of an investor’s interest in the Company. In the event of delay or failure by the subscriber to produce any information required for verification purposes, the Company may refuse to accept a subscription.

Each prospective investor shall make such representations to the Company, including, without limitation, representations to the Company that such investor is not a prohibited country, territory, individual or entity listed on the Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such prospective investor may also be required to represent to the Company that amounts contributed by it to the Company were not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.

Investor Requirements

Potential buyers of the Shares being offered in this Memorandum should consider carefully the risk factors outlined in the "RISK FACTORS" section, specifically the speculative nature of the investment and the lack of a readily available market for the Shares and the long-term nature of the investment in the Company. This Offering is only suitable for Accredited Investors with the means to bear such risks, and who have taken into account their current needs and contingencies when deciding to purchase Shares.

The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

1. The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Shares;
2. The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall commitment to become excessive; and
3. The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the Shares.

Each person acquiring Shares must represent that the Shares are being purchased for their own account for investment purposes, and not with the intention of reselling or distributing them.

The Company will conduct the Offering in such a manner that Shares may be sold only to "Accredited Investors" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the "Securities Act"). In summary, a prospective investor will qualify as an "Accredited Investor" if he, she, or it meets any one of the following criteria:

(a) If a natural person:

1. Has an individual net worth, or joint net worth with that person's spouse or spousal equivalent, at the time of purchase, exceeding one million dollars ($1,000,000) excluding the value of the primary residence of such natural person;
2. Had an individual income in excess of two hundred thousand dollars ($200,000) in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
3. Holds in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status, including but not limited to: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82), all administered by the Financial Industry Regulatory Authority, Inc. (FINRA);
4. Is a director, executive officer, or general partner of the issuer of the securities being sold;
5. Is a "knowledgeable employee," as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being sold or affiliates thereof;
6. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), of a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

(b) If an entity investor:

1. Is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"); any investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
2. Is any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
3. Is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors;
4. Is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
5. Is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
6. Is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Securities Act;
7. Is an entity in which all of the equity owners are accredited investors;
8. Is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;
9. Is a "family office," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
10. Is a "family client," as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph.

IF THE COMPANY'S ASSUMPTIONS ARE INCORRECT CONCERNING THE SITUATION OF ANY PROSPECTIVE BUYER, THE DELIVERY OF THIS MEMORANDUM WILL NOT BE CONSIDERED AN OFFER AND MUST BE DISREGARDED IMMEDIATELY

No subscription for the Shares will be accepted from any investor unless they are acquiring the Shares for their own account (or accounts as to which they have sole investment discretion), for investment purposes and not for resale, distribution, or any other kind of disposition. To ensure that purchasers of Shares are Accredited Investors, the Company may request that they provide certain information, which may include completing an Investor Suitability Questionnaire and delivering documentary evidence to support Accredited Investor status.

Risk Factors

An investment in the company involves significant risk and is suitable only for persons who are capable of bearing the risks, including the risk of loss of a substantial part or all of their investment. Careful consideration of the following risk factors, as well as other information in this Offering Memorandum is advisable prior to investing. Prospective investors should read all sections of this Offering Memorandum and are strongly urged and expected to consult their own legal and financial advisers before investing in the shares. The information in this Offering Memorandum including the company's business plan contains both historical and forward-looking statements. Please be advised that the company's actual financial condition, operating results, and business performance may differ materially from that estimated by the company in forward-looking statements. The company has attempted to identify, in context, certain of the factors that it currently believes could cause actual future results to differ from the company's current expectations. The differences may be caused by a variety of factors, including but not limited to, adverse economic conditions, competitors (including the entry of new competitors), inadequate capital, unexpected costs, lower revenues and net income than anticipated, fluctuation and volatility of the company's operating results and financial condition, inability to carry out marketing and sales plans, loss of key executives or other personnel, and other risks that may or may not be referred to in these risk factors.

Investing in the Company involves a high degree of risk and should only be considered by those who can afford the loss of their entire investment. Furthermore, the purchase of any Shares should only be undertaken by individuals with sufficient financial resources to indefinitely retain an illiquid investment. Each investor in the Company should consider all of the information provided to such potential investor regarding the Company, as well as the following risk factors, in addition to the other information listed in this Offering Memorandum. The following risk factors are not intended to be a complete description of the commercial and other risks inherent in the investment in the Company.

The company is dependent on third-party vendors. The Company relies on external service providers to fulfill contractual commitments to clients and maintain operational functions. The Company's capacity to satisfy client obligations could be negatively impacted should these suppliers fail to deliver contracted services that meet client specifications within required timeframes and at reasonable costs. Similarly, service quality may suffer when organizations handling delegated responsibilities fail to perform according to the Company's standards and client expectations. These external providers may struggle to rapidly restore operations following natural catastrophes and other uncontrollable circumstances, and they face additional vulnerabilities including financial difficulties that could constrain their operational capabilities. 

Technology and Cybersecurity risk. The company handles sensitive data and is exposed to risks of system outages, data breaches, and cyber attacks. Any compromise of user information could result in regulatory penalties, reputational harm, and financial losses.

The Company will not generate working capital until (and if) it makes a profit. The Company is expected to run at a loss for an extended period of time, which may be shorter or longer based on sales, the market, and cost management performance. In the interim prior to profitability, losses and cost overruns could cause the Company to exhaust its capital reserves and be forced to raise additional capital through an equity offering or financing, which, depending on market conditions and other factors beyond the Company’s control, may not be feasible.

The Company’s activities are subject to extensive federal and state regulation in the United States.

Vama plans to facilitate peer-to-peer payment services through a licensed U.S. financial institution, which enables the Company to offer compliant, secure, and FDIC-insured custodial accounts for U.S. users while developing its own payment infrastructure and compliance systems. However, the Company intends to apply for its own money-transmitter licenses in select U.S. states to operate under a direct licensing model. The licensing process is complex, varies significantly across jurisdictions, can be lengthy, and is subject to regulatory discretion and uncertainty. There can be no assurance that Vama will obtain all or any such licenses, which could adversely affect its ability to operate or expand within those states.

Internationally, Vama seeks direct regulatory approvals in jurisdictions where it plans to operate independently. While the Company has completed its registration of the Superintendency of Banks Of Guatemala as of September 2025 and is advancing toward approval in Mexico, there is no guarantee that necessary approvals will be obtained in other jurisdictions under review.

Further, Vama’s banking and payment activities remain subject to ongoing and evolving requirements under the Bank Secrecy Act (BSA), Anti-Money Laundering (AML) standards, Know-Your-Customer (KYC) obligations, and other applicable U.S. and international regulatory frameworks. Changes to these regulations could impose additional compliance burdens or restrict operations. The Company continuously monitors regulatory developments but may need to modify its business practices to ensure compliance, which could result in increased costs or operational delays. Failure to adequately comply with these requirements could lead to regulatory sanctions, reputational damage, and financial losses.

The availability of additional working capital is uncertain. The Company believes that the proceeds from the Offering will allow the Company to implement its proposed business plan and to satisfy its expected cash requirement for the expected duration and expenses  for 24 months. However, the Company’s continued operations thereafter will be dependent on the availability of operating income or additional capital. In the event there is insufficient cash flow from operations, the Company may be required to obtain additional financing. There can be no assurance that such financing will be available, or, if available, the financing will be on terms satisfactory to the Company. If financing is needed, but is not available, the Company may not be able to operate successfully, and any investment made in it may be lost.

Projected returns and success of the Company are based upon assumptions that may not be correct. Financial projections are uncertain and are highly speculative, as they are often dependent on achieving sales projections, continued market acceptance, cost management, achievement of profitability, product performance, competitive products, and many more variables. Projections are based upon a great number of variables, estimates, and judgments on matters over which the Company will have no control. Discussion of sales and profitability projections are highly subjective, thus projections are principally intended for use as future aspirational goals, and are not intended, and should not be taken, as assurances that the projected results will be obtained by the Company.

Forward-Looking Statements. Forward-looking statements prepared by the Company have not been reviewed, analyzed, or otherwise passed upon by the Company’s legal counsel or accounting firm. Such “forward-looking” statements are based on various assumptions of the Company, which assumptions may not prove to be correct. Accordingly, there can be no assurance that such assumptions and statements will accurately predict future events or the Company’s actual performance. In addition, any projections and statements, written or oral, which do not conform to those contained in this Memorandum should be disregarded. No representation or warranty can be given that the estimates, opinions, or assumptions made herein will prove to be accurate.

Offering Not Registered with the U.S. Securities and Exchange Commission or State Securities Authorities. The Offering of the Shares will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act or the securities agency of any state and are being offered in reliance upon an exemption from the registration provisions of the Securities Act and state securities laws applicable only to offers and sales to Eligible Investors meeting the suitability requirements set forth herein.

Private Offering Exemption – Compliance with Requirements. The Shares are being offered and will be sold to Eligible Investors in reliance upon one or more exemptions from registration provided in the Securities Act and state securities laws for private offerings. If the Company should fail to comply with the requirements of such exemptions, the Investors may have the right, if they so desire, to rescind their purchase of the Shares. It is possible that one or more Investors seeking rescission would succeed. If several Investors were successful in seeking rescission, the Company would face severe financial demands that would adversely affect the Company as a whole and, thus, would adversely affect the investment in the Shares by the remaining Investors.

Possible Legislative or Other Developments. All statements contained herein concerning the U.S. federal income tax consequences of an investment in the Company general interpretations and not considered conclusory. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Department of Treasury, resulting in revisions of resolutions and revised interpretations of established concepts as well as statutory changes. Therefore, no assurance can be given that the currently anticipated income tax treatment of an investment in the Company will not be modified by legislative, judicial, or administrative changes, possibly with retroactive effect, to the detriment of the Investors. 

Potential IRS Audits. The Company's federal tax returns may be audited by the IRS. Such audit may result in the challenge and disallowance of some of the deductions claimed in such returns. No assurance or warranty of any kind can be made with respect to the deductibility of any such items in the event of either an audit or any litigation resulting from an audit. The Company has not been structured as, nor is it intended to be operated as, a "tax shelter." Tax and audit risks in Canada may be impactful, Canadian Investors are recommended to consult their tax advisors.

Illiquid Investments. Because of the limitations on transfers and withdrawals and the fact that Shares are not tradable, an investment in the Company is relatively illiquid and involves a high degree of risk. A subscription for Shares should be considered only by investors who have the financial capability to maintain their investment and who can afford to lose all or a substantial part of such investment.

No Management Participation. Shareholders do not participate in the management of the Company or in the conduct of its business. Moreover, Shareholders have no right to influence the management of the Company, whether by voting, withdrawing, removing, or replacing the CEO, Directors, or otherwise.

No Public Market. Shares are not listed on a public or private exchange, and they may never be listed. Therefore, there is currently no public market for the Company’s securities and there may never be a public market for them.

No Dividends Planned. The Company does not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on Shares will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the board of directors may consider relevant. The current intention is to apply net earnings, if any, in the foreseeable future to increasing the capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to pay dividends to the holders of Shares, and in any event, a decision to pay dividends is at the sole discretion of the Board of Directors. If dividends are distributed, the Shares may be less valuable because a return on investment will only occur if its share price appreciates.

Dilution. The issuance of additional shares of stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights of current shareholders. The Company is entitled under the third amended and restated Articles of Incorporation to issue up to 700,000,000 shares of stock. It is likely that the Company will be required to issue a large amount of additional securities to raise capital to further the development. It is also likely that the Company will issue a large amount of additional securities to directors, officers, employees, and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under any Company stock plans. There is no assurance that the Company will not issue additional shares of stock, or options or warrants to purchase those shares, under circumstances the Company may deem appropriate at the time.

Restricted Shares. In addition to federal and state securities law restrictions on transfer, the Company's Bylaws and the Subscription Agreement impose contractual restrictions requiring that shareholders obtain the prior written consent of the Company's Chief Executive Officer before transferring Shares (except for certain estate planning transfers). The Company may withhold consent in its sole discretion, further limiting transferability even if securities law exemptions were available.

Stock Option Pool. The Company has established or may establish an employee stock option pool that reserves a portion of authorized shares for issuance to employees, directors, consultants, and other service providers as equity compensation, creating immediate dilution risk for current shareholders as the reserved shares are typically included in fully diluted share calculations even before they are actually granted or exercised. The size of the option pool may need to be increased in future financing rounds or as the Company grows and requires additional personnel, resulting in further dilution to existing shareholders, while the actual dilution impact remains uncertain and will depend on the Company's hiring plans, compensation strategies, and the terms of future equity awards, which are largely within management's discretion. As the Company scales operations and competes for qualified talent in a competitive market, substantial portions of the option pool may be granted to new employees and service providers, potentially resulting in significant dilution that exceeds current shareholder expectations, and if the Company's stock price does not appreciate as anticipated, the effectiveness of stock options as a compensation and retention tool may be diminished, potentially forcing the Company to grant larger numbers of options or provide additional cash compensation, either of which could adversely affect shareholder value. The Company's board of directors has broad discretion in determining the size of the option pool, the timing and terms of grants, and the recipients of equity awards, and such decisions may not align with the interests of existing shareholders.

Unfavorable Economic Conditions. Results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. An economic downturn defined as a recession lasting for a period of six months or more, or a financial crisis similar in scale and impact to the 2008 global financial crisis, could result in a variety of risks to the business, including the ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm the business. It is impossible to anticipate all of the ways in which the economic climate and financial market conditions could adversely affect the business.

Market Enhancements. Future enhancements to the analysis of market and trading information may erode demand for services. As financial information becomes more transparent, future success will depend on the Company’s ability to upgrade software to deliver better products and services than what the customer could get on their own. If the Company is unable to do so, the business, results of operations, and financial condition would be materially adversely affected.

Risk of AI Industry. The Company operates within the rapidly evolving artificial intelligence industry, which presents significant technological, regulatory, and competitive risks that could materially adversely affect business operations, financial condition, and results of operations. The AI industry is characterized by accelerated technological advancement where algorithmic innovations and machine learning methodologies can quickly render existing technologies obsolete, requiring substantial ongoing investment to maintain competitive positioning against well-capitalized technology giants, established financial institutions, and emerging fintech companies with superior resources for AI research and development.

Extreme Competition. Vama will be competing in the future against other companies, some of which have longer operating histories, more established products, or greater resources at their disposal which may prevent the Company from achieving increased market penetration and improved operating results.

Business Projections are Only Projections. The Company cannot guarantee that it will meet its projections due to potential factors such as market volatility, regulatory changes, or competitive pressures. It is uncertain whether the Company will be able to find sufficient demand for its products and services, whether people will consider it a better option than competing products, or whether it will be able to provide the service at a level that allows the Company to make a profit and still attract business.

Difficult Valuation Assessment. The valuation for the offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess, and investors may risk overpaying for their investment.

Absence of Independent Board of Directors. The Company's board of directors consists solely of Carlos Cruz, the founder and majority shareholder, with no independent directors. The absence of independent directors creates significant corporate governance risks and eliminates important checks and balances that would ordinarily protect minority shareholders' interests. Independent directors typically provide objective oversight of management decisions, evaluate potential conflicts of interest, review related party transactions, oversee executive compensation, and ensure that corporate actions serve the interests of all shareholders rather than solely management or controlling shareholders. Without independent directors, the Company lacks these critical governance mechanisms, and all corporate decisions—including matters involving potential conflicts of interest, related party transactions, executive compensation, dividend policy, capital allocation, acquisition or disposition of assets, and future financing terms—are made exclusively by the founder without independent review or approval. This governance structure provides no protection to minority shareholders if management decisions favor the interests of the controlling shareholder over those of other investors. The Company has no plans to appoint independent directors, and the controlling shareholder's voting power makes it impossible for minority shareholders to compel the appointment of independent directors or implement other governance reforms. This lack of independent oversight increases the risk that corporate resources may be deployed in ways that do not maximize value for all shareholders, that related party transactions may not be conducted on arm's length terms, and that minority shareholders will have no recourse if they disagree with management decisions or believe that their interests are not being adequately protected.

Limited Transferability of Securities. Any Shares purchased through this Offering is subject to SEC limitations on transfer. This means that the Shares purchased cannot be resold for a period of one year, except under certain conditions. An investment in this offering could be illiquid for a long time, and investors should be prepared to hold it for several years or longer.

Insufficient Capital and Additional Fundraising. The Company may not have enough capital as needed and may be required to raise more capital. Management anticipates needing access to credit in order to support working capital requirements as the Company grows. If the Company cannot obtain credit when needed, it could be forced to raise additional equity capital, modify growth plans, or take some other action. Issuing more equity may require bringing on additional investors, which could result in dilution and decreased ownership percentage for existing investors.

Terms of Subsequent Financings. The Company will likely need to engage in other equity, debt, or preferred stock financings in the future, which may reduce the value of an investment in this Offering. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of Common Stock. In addition, if the Company needs to raise more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms that are likely to be more favorable than the terms of the investment in this Offering, and possibly a lower purchase price per share.

Products in Prototype Phase. Some of the Company’s products are still in the prototype phase and might never become operational products. While there is a risk that some products may not become operational or be used, the Company is committed to diligent research, development, and adaptation. It is possible that the failure to release the product is the result of a change in business model upon the Company’s making a determination that the business model, or some other factor, will not be in the best interest of the Company and its stockholders.

Minority Holder; Securities with No Voting Rights. The security type that an investor is buying is Class B Non-Voting Common Stock, which has no voting rights attached to it. As holders of non-voting securities, investors will have no ability to participate in corporate governance or influence management decisions. Investors will have limited rights in regard to the corporate actions of the company, including additional issuances of securities, company repurchases of securities, a sale of the company or its significant assets, or company transactions with related parties. Investors are trusting entirely in management discretion in making good business decisions without any voting mechanism to express approval or disapproval of such decisions. The lack of voting rights means that investors cannot participate in the election of directors, approval of major corporate transactions, or other matters typically subject to shareholder approval, leaving all such decisions to the holders of voting securities.

Rolling Closings. This offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. All early-stage companies are subject to a number of risks and uncertainties, and it is not uncommon for material changes to be made to the offering terms, or to companies’ businesses, plans or prospects, sometimes on short notice. If such changes happen during the course of this Offering, this Offering Memorandum will be amended. Investors whose subscriptions have already been accepted will be notified of any changes and will have the right to reconsider their investment in light of the new terms.

New Product Sales Projections. Growth projections are based on an assumption that with an increased advertising and marketing budget, the Company’s products will be able to gain traction in the marketplace at a faster rate than current products have. It is possible that new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of the investment.

Absence of Professional Opinion. There have been no professional opinions concerning the value of the Shares, the value of the assets of the Company, the net worth of the Company, the projected financial information or other matters related to this Offering.

Difficulties in Capital Raising. We may have difficulty raising needed capital in the future as a result of, among other factors, our revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

Third Party vendors. The Company relies on external service providers to fulfill contractual commitments to clients and maintain operational functions. The Company's capacity to satisfy client obligations could be negatively impacted should these suppliers fail to deliver contracted services that meet client specifications within required timeframes and at reasonable costs. Similarly, service quality may suffer when organizations handling delegated responsibilities fail to perform according to the Company's standards and client expectations. These external providers may struggle to rapidly restore operations following natural catastrophes and other uncontrollable circumstances, and they face additional vulnerabilities including financial difficulties that could constrain their operational capabilities. 

Expansion Risk. Vama’s global strategy involves licensing and money-transmission approvals in emerging markets such as Mexico and Guatemala. Political or regulatory changes, currency controls, and banking partners limitations in these regions could delay or restrict rollout.

Intellectual Property. The Company currently holds no intellectual property rights, including patents, trademarks, copyrights, or trade secrets, which creates significant competitive disadvantages and business risks. Without proprietary intellectual property protection, the Company cannot prevent competitors from copying, replicating, or improving upon its technology, products, services, or business methods, potentially eliminating any competitive advantages the Company may currently possess. The absence of patent protection means that larger, well-funded competitors can freely adopt the Company's innovations and technological approaches without legal consequence, while their own patent portfolios may prevent the Company from implementing certain features or functionalities. The lack of trademark protection for the Company's brand, product names, or service marks exposes the business to potential confusion in the marketplace and makes it difficult to build distinctive brand recognition or prevent competitors from using similar branding that could dilute market position. Without trade secret protections, the Company's proprietary information, including customer data analysis methods, operational procedures, and business strategies, may be vulnerable to misappropriation by employees, contractors, or competitors. The Company's inability to license intellectual property to generate additional revenue streams or use intellectual property as collateral for financing further limits strategic options and potential sources of capital. As the Company operates in the highly competitive fintech and messaging technology sectors where intellectual property protection is typically crucial for maintaining market position, the lack of any proprietary rights may make it extremely difficult to attract investors, partners, or customers who value innovation protection, and may ultimately prevent the Company from achieving sustainable competitive advantages or long-term business success.

Operating History. The company has limited operating history upon which investors can evaluate performance. The company is still in an early phase and just beginning to implement its business plan. There can be no assurance that the company will ever operate profitably. The likelihood of success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies.

Capital Requirements. The amount of capital the company is attempting to raise in this offering may not be enough to sustain the company's current business plan. In order to achieve near and long-term goals, the company may need to procure funds in addition to the amount raised. There is no guarantee the company.

Business Expansion. The company may implement new lines of business or offer new products and services within existing lines of business. As an early-stage company, the company may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.

Service Interruptions. Service interruptions or delays in providing services could cause the company's business to suffer. Interruptions or delays in the services provided by internet service providers could impair the delivery of the company's products and the business could suffer.

Key Personnel. The company's success depends on the experience and skill of its executive officers and key personnel. The company is dependent on executive officers and key personnel. These persons may not devote their full time and attention to the matters of the company. The company does not have any key person life insurance policies on any such people.

Talent Acquisition. In order for the company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to the company's success. The company faces intense competition for personnel, making recruitment time-consuming and expensive.

Scalability Issues. The Company’s ability to support a growing user base and increased transaction volume will depend on its capacity to scale its technology, infrastructure, and operations. Scaling efforts may require additional investment in engineering, customer support, compliance systems, and third-party integrations. If the Company is unable to scale efficiently or experiences delays in expanding its infrastructure, the performance of the platform could be affected, which may adversely impact user adoption, revenue, and operating results.

Marketing Effectiveness. Failure to effectively develop and expand sales and marketing capabilities could harm the company's ability to increase its customer base and achieve broader market acceptance of products.

Reputation Risk. Damage to the company's reputation could negatively impact business, financial condition and results of operations. The company's reputation and the quality of its brand are critical to business and success in existing markets, and will be critical to success as the company enters new markets.

Cybersecurity Threats. The company's business could be negatively impacted by cyber security threats, attacks and other disruptions. The company may face advanced and persistent attacks on information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to operations.

Data Breaches. Security breaches of confidential customer information, in connection with electronic processing of credit and debit card transactions, or confidential employee information may adversely affect the company's business.

Privacy Regulation. The use of individually identifiable data by the company's business, business associates and third parties is regulated at the state, federal and international levels. The regulation of individual data is changing rapidly, and in unpredictable ways.

Financial Controls. The company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies. The company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002.

Regulatory Compliance. The company operates in a regulated environment, and if found to be in violation of any of the federal, state, or local laws or regulations applicable, the business could suffer.

Legal Changes. Changes in federal, state or local laws and government regulation could adversely impact the company's business. The company is subject to legislation and regulation at the federal, state and local levels.

Employment Law. Changes in employment laws or regulation could harm the company's performance. Various federal and state labor laws govern the company's relationship with employees and affect operating costs.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities laws in prior offerings of securities. The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction concluded that the Company violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such prior offerings. Under applicable securities laws, rescission rights would require the Company to pay to such investors an amount equal to the purchase price paid by such investors plus interest (calculated at the statutory rate) from the date of purchase, less any income received on the securities. The Company cannot provide assurance that it will have sufficient funds to satisfy rescission claims if required, and proceeds from this Offering may need to be used to pay such amounts, which would reduce or eliminate the capital available for the Company's business operations. Additionally, if multiple investors from prior offerings exercised rescission rights simultaneously, the Company could face insolvency or be forced to seek bankruptcy protection.

In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

Broker-Dealer Preferential Terms and Disparate Investor Treatment. The Company may engage one or more broker-dealers in connection with this Offering, and such broker-dealers may negotiate and offer materially different and more favorable terms to certain investors than the terms described in this Memorandum. These preferential terms may include, but are not limited to, lower effective prices per share, higher bonus share percentages, enhanced liquidity rights, information rights, anti-dilution protections, or other economic or governance terms not available to investors who subscribe directly through the Company. As a result, investors accessing this Offering through different channels may receive substantially different economic treatment for the same class of securities, meaning that some investors may pay significantly more per share or receive fewer total shares for the same dollar investment than other investors in the same offering. The Company has no obligation to disclose to any investor what terms have been offered to or negotiated by other investors, creating information asymmetry where investors cannot determine whether they are receiving competitive terms relative to other participants in the Offering. This differential treatment means that investors who obtain more favorable terms will achieve better returns on investment and experience less dilution than other investors, even though all investors are purchasing the same class of securities in the same offering. The Company and its broker-dealers have sole discretion to determine which investors receive preferential terms, and such decisions may be based on investment size, investor relationships, negotiating leverage, or other factors. Investors should assume that other participants in this Offering may be receiving substantially better terms and that the terms offered in this Memorandum may not represent the most favorable terms available. This disparate treatment may result in certain investors receiving materially superior investment returns while other investors bear disproportionate dilution and economic disadvantage, with no recourse or right to renegotiate terms after discovering that more favorable terms were available to others.

Total Loss. An investment in the company's securities could result in a loss of an investor's entire investment. An investment in the company's securities offered in this offering involves a high degree of risk and investors should not purchase the securities if they cannot afford the loss of their entire investment. Investors may not be able to liquidate their investment for any reason in the near future.

No Protections. The securities in this offering have no protective provisions. As such, investors will not be afforded protection, by any provision of the securities or as a shareholder, in the event of a transaction that may adversely affect them, including a reorganization, restructuring, merger or other similar transaction involving the company. If there is a liquidation event, or change of control for the company, the securities being offered do not provide investors with any protection.

Information Access. Investors will not be entitled to any inspection or information rights other than those required by law. Investors will not have the right to inspect the books and records of the company or to receive financial or other information from the company, other than as required by law. Other security holders of the company may have such rights.

Arbitrary Pricing. The company's valuation and offering price have been established internally and are difficult to assess. The offering price was not established in a competitive market. The company has arbitrarily set the price of the securities with reference to the general status of the securities market and other relevant factors. The offering price for the securities should not be considered an indication of the actual value of the securities and is not based on the company's asset value, net worth, revenues or other established criteria of value. The company has set the price of its Common Stock at $1 per share. Valuations for companies at this stage are generally purely speculative. The company's valuation has not been validated by any independent third party and may decrease precipitously in the future.

No Return Guarantee. There is no guarantee of a return on an investor's investment. There is no assurance that an investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

Integration of Multiple Offerings. The Company has conducted multiple securities offerings in close temporal proximity under different exemptions. The Company intends to conduct additional concurrent and future offerings under various exemptions. Under the SEC's integration doctrine, multiple securities transactions may be integrated and treated as a single offering for purposes of determining whether an exemption from registration is available. If the SEC, a court, or state securities regulators determine that the offerings should be integrated, the combined offering may fail to meet the requirements of any single exemption, resulting in violations of federal and state registration requirements. The Company does not maintain insurance covering securities law violations and has limited financial resources to defend against regulatory inquiries or satisfy rescission claims, meaning all losses would be borne by the Company and remaining investors, potentially resulting in total loss of investment.

Prior Litigation; Marketing and Communication Compliance Risk. The Company faces ongoing risks related to its marketing and communication practices, as demonstrated by recent litigation. In December 2024, the Company was subject to litigation in Everett v. Technology Holdings North America Inc., filed in Bibb County, Georgia courts, regarding allegations that the Company sent marketing SMS messages without proper consent. While the plaintiff ultimately dismissed the case voluntarily after the Company presented evidence of valid consent, this litigation highlights the significant compliance risks associated with the Company's marketing communications and messaging platform operations. The Company's core business model involves messaging and communication services, making it particularly vulnerable to claims under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and similar federal and state regulations governing electronic communications and marketing practices. Future litigation of this nature could result in substantial monetary damages, including statutory damages that can range from hundreds to thousands of dollars per violation, class action lawsuits that could involve millions of potential recipients, and costly legal defense expenses. Regulatory violations related to messaging consent, marketing communications, or user privacy could also result in enforcement actions by federal agencies such as the Federal Communications Commission (FCC) or Federal Trade Commission (FTC), leading to significant fines, operational restrictions, or consent decrees that could materially impact the Company's business operations. As the Company scales its user base and implements payment functionality within its messaging platform, the volume and complexity of user communications will increase substantially, heightening the risk of inadvertent compliance violations and associated legal exposure that could materially harm the Company's financial condition and reputation.

Important Disclosures

The Company will provide this Memorandum to each prospective subscriber and his/her subscriber representative, if any. Each prospective subscriber and his/her subscriber representative shall have the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and any other information deemed necessary to verify the accuracy of the information contained in this Memorandum. Each prospective subscriber and subscriber representative shall have access to all documents, records and books of the Company which pertain to this Offering upon reasonable notice at the office of the Company. The Company will respond with any additional information necessary and not of a proprietary nature to verify the accuracy of the information set forth in this Memorandum, to the extent that it possesses such information or can acquire it without incurring excessive effort or expense.

By specifically furnishing you with the information herein, the Company does not seek to imply that such information alone reflects a complete disclosure. As noted above, copies of the Constituent Documents of the Company are available for review to assist Eligible Investors in understanding the nature and limitations placed on investments in the Shares. Recognizing your knowledge and experience in financial and business matters, it is our understanding that you are fully capable of evaluating the merits and risks of your investment in the Company.

The federal income tax aspects of investing in the Company may vary depending on each investor's individual circumstances. Accordingly, eligible investors should seek advice based on their particular circumstances from an independent tax advisor with respect to the tax consequences of an investment in the Company.

If you live outside of the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the Securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. The Company reserves the right to deny the purchase of the Securities by any foreign investor.

Allen & Thomas, LLP acts as the Company’s legal counsel and does not represent the interests of investors. Investors who need legal guidance should seek their own independent legal counsel.

In creating this Memorandum, legal counsel has relied on information and assurances provided by the Company’s officers about the Company, its directors, officers, shareholders, and related affiliates. Counsel does not provide any opinion about the truth or accuracy of the facts within this Memorandum. Prospective investors are encouraged to consult with their own advisors about investing and to perform any research or investigations they find necessary to confirm the accuracy of the statements and information contained herein

EXHIBIT A

A.1 SUBSCRIPTION AGREEMENT

A.2 AUDITED AND UNAUDITED FINANCIAL STATEMENTS

Subscription Agreement

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of ______________________ (the "Effective Date") by and between Technology Holdings North America Inc., a Delaware corporation (the "Company"), and the undersigned investor (the "Subscriber" or “Investor”).

WHEREAS, the Company is offering up to 50,000,000 shares of Common stock (the "Shares") for sale to accredited investors pursuant to a private placement memorandum (the "Memorandum") and this Agreement;

WHEREAS, the Subscriber desires to subscribe for and purchase a certain number of Shares as set forth below, subject to the terms and conditions set forth herein and in the Memorandum;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

• Subscription and Purchase of Shares

Subscription

The Subscriber hereby subscribes for and agrees to purchase from the Company the number of Shares set forth below, at the purchase price of $1.00 per Share:

Number of Shares: _____________

Purchase Price: $_______________

Payment

The Subscriber shall deliver to the Company, simultaneously with the execution of this Agreement, a wire transfer made payable to the Company in an amount equal to One Hundred Percent (100%) of the total purchase price of the subscribed Shares.

• Subscriber Accredited Investor Confirmation

Accredited Investor

The Subscriber represents and warrants that they are an accredited investor as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and meets the investor suitability requirements set forth in the Private Placement Memorandum.

• Acceptance and Rejection of Subscription

Acceptance

The Company shall have the right, in its sole discretion, to accept or reject this subscription in whole or in part. The Company's acceptance of this subscription shall be evidenced by the countersignature of the CEO.

Rejection

In the event the Company rejects this subscription, in whole or in part, within ten (10) days of receipt, the Company shall promptly return all amounts deposited by the Subscriber, without reduction, to the Escrow Agent for return to the Subscriber.

• Subscriber Representations and Warranties

Subscriber acknowledges, represents, and warrants to the Company as follows:

1. I have received and carefully reviewed the Company's Private Placement Memorandum, including all exhibits and attachments thereto, and I fully understand the terms and conditions of the offering of the Shares as set forth therein. By executing this Subscription Agreement, I hereby acknowledge, agree to, and accept all terms, conditions, provisions, and disclosures contained in the Private Placement Memorandum, and I agree to be bound by such terms as if they were fully set forth in this Subscription Agreement. I acknowledge that the Private Placement Memorandum forms an integral part of this investment and that my representations and warranties herein are made in reliance upon the information provided in the Private Placement Memorandum.
2. The Subscriber represents and warrants that the execution, delivery, and performance of this Agreement by the Subscriber do not and will not violate any applicable laws, regulations, or agreements to which the Subscriber is a party.
3. I am aware that there is no assurance as to the future performance of the Company. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Shares in the Company, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
4. I am purchasing the Shares for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Interests, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered, reviewed or passed upon under the Securities Act or under the securities laws of any state or with any securities administrator. Therefore, the Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares. It is not anticipated that there will be any market for the Shares.
5. I am aware that my investment involves risk and I have reviewed and evaluated the Risk Factors section of the Company’s Private Placement Memorandum. I have been advised to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment and I have done so. I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
6. I am not a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of the FINRA (other than interests acquired in open market purchases).
7. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with the managers of the Company for the purpose of asking questions of, and receiving answers from, such individuals concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative or broker as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. I have relied solely upon my own investigation in making a decision to invest in the Company. I have received no representation or warranty from the Company or any of its officers, directors, employees, managers or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business. I am not participating in the offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
8. I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Shares for an indefinite period of time and I am knowledgeable about and experienced in investments in the securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
9. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. If the investor is a corporation formed for the sole purpose of this investment, I warrant that all interest holders therein are “accredited members” individually or, if not, those who are not, are listed in an attachment hereto.
10. The information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing, I will furnish such revised or corrected information to the Company.
11. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and all agreements made in connection herewith shall survive my death or disability.

• Miscellaneous

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

Entire Agreement

This Agreement, together with the Memorandum, constitutes the entire agreement between the parties hereto and supersedes all prior oral or written agreements, understandings, or representations.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the Effective Date.