The offering price will be between $3 and $5 to be determined at the time of qualification, the company plan is to float its Class A shares, the company is in the process of filing 15C2-11 application to quote the Class A shares on the OTCQX, the unaffiliated current shareholders are seeking 144 exemption to permit trading their stocks in the secondary market once the holding period is satisfied as mandated by Rule 144.

The minimum subscription shall be for 100 Class A Shares per the offering price, the offering price will be between $3 and $5 to be determined at the time of qualification.

This Offering is being conducted on a “best-efforts” basis by our officers and directors. We may also sell the Shares through one or more FINRA member firms. We have not engaged any FINRA member firm as of the date of this prospectus.  

Each share of our Class A Common Stock is entitled to one vote on any matter brought forth to shareholders.  As on December 31, 2020, our officers, and directors collectively own 39,721,020 of class A and B common shares or 61.42% of our currently outstanding Common Stocks of both Class A and Class B.  Class B common stock has 10 votes per share. CEO Mr. Anoop Bhatia owns 100% of Class B stock which amount to 37,927,270 shares, which controls 93.41% of the voting power before the offering, and about 92.84% of the voting power post offering therefore have control over general corporate matters, such as the election of directors, the sale of all or substantially all of the assets of the Company, amending the Corporation’s articles of incorporation.  Following this Offering, and assuming all 10,000,000 Class A common shares are sold, our officers and directors will own an aggregate of 91.60% of the voting power of our voting capital stock. If we sell less than 75% of the shares in the offering, our officers and directors will have a maximum of   92.15% voting interest in the company; if we sell less than 50% of the shares in the offering, our officers and directors will have maximum  of about 92.71% voting interest; and if we sell less than 25% of the shares in the offering, our officers and directors will have maximum of  93.28% voting interest in the company. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and could harm the market value of your Common Stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and could harm the market value of your Common Stock.

Our officers and directors will not receive any commission or any other remuneration for any sales. In Offering the Shares on our behalf, our officers, directors, and employees will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution.”

The Offering will commence within two calendar days after this Offering circular has been qualified by the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”). There is no minimum number of Shares that we must sell in order to conduct a closing in this Offering and we intend to have multiple closings until the termination of the Offering Period. This Offering will terminate upon the earlier of (i) such time as all of the Shares have been sold pursuant to this Offering Circular; (ii) our board of directors determines to terminate the Offering; or (iii) 730 days from the qualified date of this Offering Circular, unless extended by our directors for an additional 365 days (the “Offering Period”).

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We are offering our shares without the use of an exclusive placement agent. However, the Company reserves the right to retain one. The proceeds will be disbursed to us and the purchased shares will be disbursed to the investors.  If the offering does not close, for any reason, the proceeds for the offering will be promptly returned to investors without interest.

We expect to commence the sale of the shares within two calendar days of the date on which the Offering Statement of which this Offering Circular is qualified by the Securities Exchange Commission.

This Offering Circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A. 

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES OF OUR COMMON STOCK ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 16 OF THIS OFFERING CIRCULAR.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. 

See “Risk Factors” to read about factors you should consider before buying shares of Common Stock.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons.  Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

This Offering Circular is following the offering circular format described in Part II (a)(1)(ii) of Form 1-A

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Offering Circular dated _____, 2020

The date of this Offering Circular is _____, 2021

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TABLE OF CONTENTS

PART - II OFFERING CIRCULAR

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to offer and sell shares of our common stock. If it is against the law in any jurisdiction to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that jurisdiction, and no offer or solicitation is made by this prospectus to any such person. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may have changed since such date. Information contained on our website is not a part of this prospectus.

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ABOUT THIS PROSPECTUS

This prospectus is part of a qualification statement on Form 1-A that we filed with the Securities and Exchange Commission, or the SEC, using Rule 251(d)(3). We are qualifying the securities described in this prospectus with a total aggregate principal not to exceed $50,000,000, the offering price will be between $3 and $5. We may, from time to time, offer and sell such securities in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we offer or sell securities, we will provide you with a prospectus supplement containing specific information about the terms of that offering. The prospectus supplement may also add to, update, supplement or clarify information contained or incorporated by reference, as applicable, in this prospectus. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus does not contain all of the information set forth in the qualification statement and the exhibits to the qualification statement. For further information concerning us and the securities, you should read the entire qualification statement and the additional information described under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Unless the context requires otherwise or unless otherwise indicated, all references to “Nowigence, Inc.” the “Company,” “we,” “us” or “our” refers to Nowigence, Inc.

You should rely only on the information contained or incorporated by reference, as applicable, in this prospectus, any prospectus supplement, or other offering materials related to an offering of securities described in this prospectus. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.

You should not assume that the information contained or incorporated by reference, as applicable, in this prospectus, any prospectus supplement, or other offering materials related to an offering of securities described in this prospectus is accurate as of any date other than the date of that document. Neither the delivery of this prospectus, any prospectus supplement or other offering materials related to an offering of securities described in this prospectus, nor any distribution of securities pursuant to this prospectus, any such prospectus supplement, or other offering materials shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference, as applicable, in this prospectus, any such prospectus supplement or other offering materials since the date of each such document. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus does not constitute, and any prospectus supplement or other offering materials related to an offering of securities described in this prospectus will not constitute, an offer to sell, or a solicitation of an offer to purchase, the offered securities in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation in such jurisdiction.

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The following summary highlights selected information from this Offering Circular and may not contain all of the information that is important to you. To understand our business and this Offering fully, you should read this entire Offering Circular carefully, including the financial statements and the related notes in this Offering Circular, and the Risk Factors beginning on page 12. When we refer in this Offering circular to the “Company,” “we,” “us,” and “our,” we mean Nowigence, Inc., a New York corporation. This Offering circular contains forward-looking statements and information relating to the Company.

OUR COMPANY

Nowigence, Inc. is an early growth company incorporated in the state of New York in August 2011. Our principal executive offices are located at 101 S Tryon Street, 27th Floor, Charlotte, NC 28280. Our telephone number is 704-275-5522.  Our website is www.nowigence.com, the contents of which are incorporated by reference into this Offering Circular.

Nowigence, per its Incorporator’s action on December 28th, 2018 decided to acquire Nowigence India Private Limited (‘Nowigence India”) located at Plot A-14, Eco Towers (7th Floor), Sector 125, Noida 201301, U.P. in India. Nowigence India is a revenue-generating company since 2017. The main reason for the acquisition of the Indian company was synergy in operations. We were paying service fees to India to help develop the training dataset for our customers in the US and Europe. Also, the software engineers from India helped to develop the product. To gain better control, efficiency and to improve our service and grow the market in India, we decided to acquire the Indian company and make it a subsidiary. Nowigence India also have customers located in India to which they sell our platform on subscription basis. The acquisition was completed on January 18th, 2019.

Nowigence, with advanced expertise in Artificial Intelligence (AI), is committed to increasing the speed to which users, teams, and businesses make data-driven decisions. Our AI platform, Pluaris^TM, comprehends data, especially textual, available in written form, in real-time to deliver decisional boundaries and traceable intelligence derived from a rich spectrum of data types and sources, both inside and outside the business. This capability to deliver intelligence on demand, mimicking human comprehension, from a complex set of disparate sources applies to a wide variety of sectors, roles and processes.

In March, 2020, Nowigence announced its first strategic partnership with Orion Innovation (https://www.orioninc.com/) with its head office in Edison, NJ. This was later terminated. However, as part of its market penetration strategy of channelizing sales to enterprises through local private channel partners, it has signed product representative and channel partnership agreements in the U.S., Middle East, North Africa and India.

Mission

Mission for our artificial intelligence software platform is to rapidly read  and comprehend data using machines, whether unstructured or structured,  in its right context and provide business professional with the toolkit to anticipate their future through data, seeking ways to predict scenarios, keeping them plan-ready, united and confident to meet their business goals. Any technology-based solution is successful if it increases speed while reducing error. In our case, we use Machine Learning and Natural Language Processing to comprehend huge amounts of data in real-time many thousands of times faster than human abilities with significantly reduced errors and larger objectivity.

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Products and Services

1.About the Product and its Functionalities 

Nowigence has built an array of capabilities with Auto Machine Learning, Natural Language    Processing (NLP), Data Unification, and Data Science, all combined into a SaaS product called Pluaris^TM.

Pluaris specializes in processing huge amounts of data, whether structured or unstructured, with human-like intelligence. And it helps in evaluating decisional scenarios to increase the pace of doing business with reduced errors.

Its features and functionalities are:

―Integrating with IT Tools/Techniques using REST APIs to make Pluaris a part of the Customer’s Ecosystem than as an additional IT product  

oWith many pre-built connectors   

oOr, configure new REST APIs if pre-built connectors have not been coded for new IT tools used by the client.  

―Public Data Sources (pre-built) 

oAdditional public data sources connectors if required can be developed.  

― Upload URL, Text and File Instantaneously (File format supported are GoogleDocs, .pdf, .jpeg, .jpg, .pnp, .docx, .txt) 

―High Precision Information Retrieval Engine with two capabilities: 

oAsk Me – Provides a specific answer to a specific question 

oBenchmarking – Provides answers on a topic from multiple documents 

oCapability to handle different types of data 

Unstructured (aka, text, images) 

Structured (tabular and .csv) 

―Core Insights Discovery AI Engine 

oSummarization 

Key Insights Extraction (Delivers “what” are we talking about) 

Key Drivers (the reasons for the ‘whats”) 

Annotation delivered through supervised learning models of named entities, time, monetary and ordinal entities. 

―Indexing and Categorization 

―Relational Risks and Opportunity Analysis 

―Unique Dictionary Build-Up of Customer 

―Top movers (trending topics) and mentions (frequent topics) overview 

―User controlled edits for categorization 

―Notification and Alerting 

―Report Generation 

―Smart Notepad 

―Sharing and Collaboration 

COMMERCIALIZATION UPDATE

Nowigence started selling even during the product development phase to marquee enterprises from January 2017. Early adopters were Owens Corning, Wacker Chemie, HDFC Bank, Mahindra Holidays and Tech Mahindra providing valuable feedback.

Our minimum viable beta product has just been launched in late 2020. Our initial market penetration is with channel partners and direct sales as a virtual assistant for individuals, teams, and enterprises where a lot of reading is required. Pluaris, a smart, cloud-based app that allows users to quickly distill knowledge from massive amounts of data, especially textual, both public and private. There are over 2 billion knowledge workers in legal, journalism, marketing, education,

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research, technology, and others. Even at a very basic solution price of $10 per month, the opportunity is over $240 Billion annually.

Serving as a virtual knowledge assistant with a “brain”

Each customer story has its unique elements. They tend to follow a similar path on the way to declaring Pluaris as a state-of-the-art product in reading & comprehension, contextualizing, and delivering outputs in real-time. We support a broad range of use cases, meet stringent requirements for resiliency, security and scalability, and provide enterprises the flexibility to deploy our AI platform as part of their work routines integrating with their daily tools. We usually land an account by identifying a specific pain point that cannot be addressed by existing technologies.

A few examples of our most recent use cases are:

Judiciary/Legal: To reduce backlog of pending cases, the Justice Department of one of the major Governments is looking to allow advocates & judges to assist in eDiscovery, thereby, reducing the pre-trial preparation time by over 35%.

Education: One top university that was thinking of closing one campus decides to keep it open offering remote learning with Pluaris to assist students to learn better and in more depth.

Enterprise: One of the two largest Swiss Banks involved with Auditing require a solution to improve audit quality and gain productivity during pre-audit prep, audit, and post audit reporting.

PRODUCT TECHNOLOGY, MARKET OPPORTUNITY & HYPE

Unique Differentiation

Our view of the market is that AI using ML/NLP techniques is currently a project-based service industry. Clients hire coding engineers, data scientists and project managers to scope the requirements of a specific use case in the form of technical specs which is then converted into a solution. This consultancy-based approach is not scalable. From a customer’s perspective it is expensive, time-consuming and does not guarantee success.

Nowigence has created Pluaris, a subscription-based SaaS product platform that quickly adapts to the needs of its users. Pluaris is used across different functions and sectors. This product approach allows the client-side users to work with the product from Day One. Some delivery outputs useful for the end-users will require configuration at additional costs. This however does not require a huge budget or big project plans.

Also, as in every hyped industry, many vendors use the term AI or Machine Learning (ML) or Natural Language Processing (NLP) to attract attention. However, many use offshore resources to manually create outputs with little or no technology deployment. This field is relatively new and talent paucity exists. Pluaris delivers results in real time depending on the time when the data refreshes.

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Product Differentiation

Granularity - Most companies in this space work on a specific use case and train the machine for a few words or phrases that are needed to deliver the output. Pluaris breaks down every sentence into its grammatical components. This is similar to the way we, as humans, developed our linguistic skills through our schooling years. With the right mix of manual and automated extraction, we teach computers faster than ever before and better than any other company. We are precise with information retrieval. We use a combination of keyword search (the traditional search technique prevalent today in most apps where the exact match of one word or more is used to search for content within or across a collection of documents/files) and semantic search (it not only finds keywords but determines the intent and contextual meaning of the words a person is using when searching).

Scalability – Pluaris is scalable having successfully delivered value through pilots in many different use cases across sectors and departments. With our rapid training modules to teach machines, we have been successful in developing pre-trained and smart machines in 14 sectors already. The business opportunity in each sector is significant. Our proprietary processes extract many more major and minor entity categories and events regardless of the sector, allowing the users to train the linguistic models related to their sector-specific jargon quickly and in near real time. This allows us to gain high accuracy on day one and improve it quickly to increase the accuracy within a short period of time. In addition, while many machine learning models are trained at the corporate-level, we offer parameter optimization to our customers at a user-level for tailored predictive models.

Versatility – Pluaris follows the steps typically used by humans as part of their decision-making process. It is designed to ingest data from different tools through API integrations. It processes data during information retrieval to help users understand the content via our signature summarization feature; delivers critical insights of minor and major named entities; and categorizes content as a risk or opportunity for the user. A user is able to ask any questions to dig deeper from public or private data sources, benchmark alternative options, and allows users to checkmark relevant points that get routed to a smart notepad allowing for user-created outputs. The same sequence is used when working on pilots. The process demonstrates the capability of Pluaris to deliver the required data, which is then automated to meet different requirements of the users. Pluaris is versatile; its foundation is built based on process-thinking, allowing control by the user and innovative technologies in linguistics and data analytics to deliver value.

Market Opportunity

The last major invention was the Internet in the early to mid-90s. This triggered the start of the third industrial revolution. Prior to the Internet, steam and electricity were major revolutionary inventions.

The Internet ushered in new industry segments, created new jobs, and fueled the global growth engine lifting millions of people from poverty.

New industries like e-commerce (e.g. Amazon, e-Bay), the cloud (Microsoft Azure, AWS), cellphones (e.g. Apple, Samsung, Android) or 4G Network Providers (Ericsson and Nokia Siemens), social media (LinkedIn, Facebook), streaming (Netflix, Prime), and SaaS (Salesforce) emerged. These companies were all developed from the invention of the internet.

We believe that we are now at the dawn of the fourth industrial revolution with AI. It has a high component of technology innovation unlike any previous inventions. Like the other industrial revolutions, it has the power of accelerating the growth of the overall global GDP. McKinsey’s study states that AI could account for $3.5 to $5.8 trillion in annual value, or 40 percent of the value created

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by all analytics techniques (https://www.mckinsey.com/featured-insights/future-of-work/ai-automation-and-the-future-of-work-ten-things-to-solve-for). While the above is the total available market (TAM), Nowigence believes that the serviceable obtainable market (SOM) for its use cases is over $5 Billion and growing.

In the early 90s, businesses were faced with a different problem. There was no data to help businesses to globalize. Connectivity was an issue; the Internet was just being born. A divided Europe with its multiple countries and currencies, a non-existent Enterprise Resource Planning (ERP) solution (SAP was a struggling company then) and a distant and eclectic Asia were all barriers to overcome in the pursuit of global growth.

Now, we have too much data – the enormity clutters our minds. It slows decision-making and as a result it stunts growth.

The industry landscape is expected to go through a major transformation in the next decade – Energy (from Hydrogen), Crypto, Blockchain, IOT, Faster Transportation – SpaceX (for inhabiting Mars), Virgin Galactic (for faster cross-continental travel), Driverless Cars, Locomotives, Cybersecurity, and others.

With this magnitude of change in the pace of business, humans will need an AI Solution to read, digest and analyze data at the speed of lightning. This is where Nowigence expects to play a significant role.

Market Hype

A period of hype precedes any major industrial revolution. According to 2019 data from the National Venture Capital Association, 1,356 AI-related companies in the U.S. raised $18.457 billion. That topped the 1,281 companies that raised $16.8 billion in 2018, according to PitchBook-NVCA Venture Monitor dated Jan 14, 2020 (https://venturebeat.com/2020/01/14/ai-startups-raised-18-5-billion-in-2019-setting-new-funding-record/)

Lack of published financials through Private VC investments makes it difficult to understand the true returns on these investments.

Our conservative investment strategy during its initial product development phase positions it strongly for significant growth with rapid customer traction through strong channel partners helping to introduce their ready-to-use AI Solution across multiple sectors. Customer side risks are reduced significantly with Pluaris. Our software delivers value right from Day One instead of the project-based customization approach of assigning expensive data scientists and ML/NLP experts to develop a solution from scratch.

COMPETITION

There are different levels of competition both internally from the data science team in client’s organizations and externally from myriads of competitors who consult as data scientists on project basis to automate workflows using AI for specific use cases.

They start from scratch using open source tools or libraries like:

Spacy (https://spacy.io/), NLTK (https://www.nltk.org/) , Allen NLP (https://allennlp.org/)  and Text Blob (https://textblob.readthedocs.io/en/dev/).

There are many big companies too that offer middle-of-the-value tools that provide a starting point with average accuracy but need data scientists to write their own optimization code to gain better accuracy or create outputs. This takes time. Gartner states that 60% of developments do

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not see the light of day. Key Tech Players in this space are Microsoft Azure Cognitive Engine, Cloud Natural Language – Google Cloud, Amazon Comprehend, IBM Watson.

There are also many niche solutions focusing on specific use cases like Einstein (from Salesforce), Artesian, Klue, Attivio, Evernote, Coveo, and Elastic. Details are provided below on the capital they have raised, their employees and annual revenues.

The COVID-19 pandemic has impacted global economies, resulting in workforce and travel restrictions. The factors began having adverse impacts on our operations, financial performance, liquidity as well as on the operations and financial performance of many of our customers. 

We have taken steps to protect the health and safety of our employees and maintain business continuity. We are working from home offices till such time that we consider it safe for team members to work from the office. We took measures to reduce our sales and marketing team earlier in January and February in anticipation of the sales channel agreement with our channel partner. However, following the announcement of the National Emergency on the 13^th of March, we have retained most of our team members.

Classes of Shares

Nowigence, Inc., has four classes of common shares: Class A common shares, Class B common shares, and Class C common shares which we refer to collectively as our ‘‘common shares, and preferred shares’’ The Class A common share will provide holders with one vote on all matters submitted to a vote of stockholders, the Class B common shares will each provide holders with ten votes on all matters submitted to a vote of stockholders, the Class C common shares have no voting power and are issued to employees. However, Class C shares are converted to Class A shares with voting power once the stocks are vested. Preferred shares have no voting rights. These attributes are summarized in the following table:

Class of Common ShareVotes Economic Rights  

Class A common share   1        Yes  

Class B common share   10        Yes  

Class C common shares   0 ^(a)        Yes 

Preferred Shares   0 ^(b)        Yes 

(a)Offered to employees without voting rights during the vesting period after which they are converted to Class A  

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(b)Offered to Regulation D 506c investors with no voting rights but converted to Class A at the time of conversion. 

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Investing in the Shares involves a high degree of risk. In evaluating Nowigence and investing in the Shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering Circular. Each of these risk factors could materially adversely affect Nowigence’s business, software, operating results or financial condition, as well as adversely affect the value of an investment in our Shares. The following is a summary of the most significant factors that make this Offering speculative or substantially risky. The Company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as variations of technologies). You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to Our Business and Industry

Nowigence, Inc. is an early growth and establishment stage company incorporated in August 2011. Since our inception, we have been primarily focused on building a team, designing our software and user interface, gathering a large informational database, developing a pricing strategy, and have generated modest revenues. As a result of our lack of operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.  Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing sufficient revenues or in achieving or sustaining positive cash flow at any time in the future.

Our independent auditors have indicated in their report on our December 31, 2018 and December 31, 2019, financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared to assume we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Even though, we have demonstrated our abilities to lead a cash strapped organization to its status, it is no reflection that in future we will be able to carry out our responsibilities with cash constraints. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. 

We are a startup company and face challenges often encountered by startups.

Failure to manage our growth may adversely affect our business or operations.

We expect to complete the early growth phase and then begin operations to grow our business rapidly over the next several years. This growth will place a significant strain on our management team and employees and on our operating and financial systems. To manage our future growth, we must continue to scale our business functions, improve our financial and management controls, build our reporting systems and

procedures, and expand and train our workforce. We anticipate that additional investments in sales personnel, technology, and research, and development spending will be required to:

scale our operations and increase productivity 

address the needs of our clients and partners 

further, develop and enhance our existing technologies and solutions 

develop new technology  

expand our markets and opportunity under management, including innovative solutions and geographic areas. 

We cannot assure you that our controls, systems, and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to establish and expand our market presence. Failure to effectively manage growth could result in difficulty or delays in deploying clients, declines in quality or satisfaction of service, increases in costs, and difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

Our efforts to increase the use of our platform and services may not succeed and may negatively affect our revenue growth rate.

The success of sales and marketing for our software platform, which is a B2B software solution for financial institutions and businesses, is unpredictable. The future level of market acceptance is unpredictable. Further, the introduction of new solutions may not be successful, which would adversely affect potential growth. We are unable to determine with any certainty, the satisfactory level from clients using our platform, and may not be able to determine with certainty the extent to which our innovative solutions are being embraced by customers. Any factor adversely affecting sales of our platform or solutions, including release cycles, market acceptance, competition, performance and reliability, reputation, and economic and market conditions, could adversely affect our business and operating results.

Our solutions face competition in the marketplace. If we are unable to compete effectively, our operating results could be adversely affected.

We compete with many types of AI companies. Our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. We could lose customers if our competitors introduce new competitive products and technologies, add new features, acquire competitive products, reduce prices, form strategic alliances with other companies or are acquired by third parties with greater available resources. We also face competition from a variety of vendors of software applications that address only a portion of one of our solutions. We may also face increasing competition from open source software initiatives, in which competitors may provide software and intellectual property for free. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to our solutions without access to set up support services. If we are unable to provide those services on terms attractive to the customer, the prospective customer may be unwilling to utilize our solutions. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenue could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which would adversely affect our business.

If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.

Our market is characterized by rapid technological change, frequent product and service innovation and evolving industry standards. If we are unable to provide enhancements and new features for solutions that keep pace with these technological developments, our business could be adversely affected. The success of enhancements, new features and solutions depend on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or solutions. Failure in this regard

may significantly impair our revenue growth. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in Internet-related hardware, software, communication, browser, and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platform or technologies, or modifications to existing platform or technologies, could increase our research and development expenses. Any failure of our solutions to keep pace with technological changes or operate effectively with future network platform and technologies could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.

If the market for our technology delivery model and proprietary software develops more slowly than we expect, our business could be harmed.

The market for artificial intelligence-based software is not as mature as the market for current widely used software types, and it is uncertain whether our services will sustain high levels of demand and market acceptance. Our success will depend to a substantial extent on the willingness of companies to increase their use of artificial intelligence-based services in general, and of our solutions in particular. Many companies have invested substantial personnel and financial resources to integrate traditional software into their businesses, and therefore may be reluctant or unwilling to migrate to an artificial intelligence-based service. Furthermore, some companies may be reluctant or unwilling to use artificial intelligent based services because they have concerns regarding the risks associated with security capabilities, among other things, of the technology delivery model associated with these services. If companies do not perceive the benefits of artificial intelligence-based software, then the market for our solutions may develop more slowly than we expect, or the market for our new solutions may not develop at all, either of which would significantly adversely affect our operating results. We may not be able to adjust our spending quickly enough if market growth falls short of our expectations or we may make errors in predicting and reacting to relevant business trends, either of which could harm our business. If the market for our intelligent solutions does not evolve in the way we anticipate, or if customers do not recognize the benefits of our intelligent solutions over traditional on-premise enterprise software products, and as a result we are unable to increase sales of subscriptions to our solutions, then our revenue may not grow or may decline, and our operating results would be harmed.

The success of our artificial intelligence-based solutions largely depends on our ability to provide reliable solutions to our customers. If a customer were to experience a product defect, a disruption in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial liability and our business could suffer.

Because our solutions are complex, and we will continually evolve new features, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our clients and harm our reputation and our business. Internet-based software frequently contains undetected errors or security flaws when first introduced or when new versions or enhancements are released. We might from time to time find such defects in our solutions, the detection and correction of which could be time-consuming and costly. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to continue using our services, or withhold payment to us, or may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation. We could also lose future sales. In addition, if the public becomes aware of security breaches of our solutions, our future business prospects could be adversely impacted.

Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems for providing our solutions to customers could negatively impact our business.

Our ability to deliver our solutions is dependent on the development and maintenance of the internet and other telecommunications services by third parties. Such services include maintenance of a reliable network backbone with the necessary speed, data capacity, and security, for providing reliable internet access and

services and reliable telecommunications systems that connect our operations. While our solutions are designed to operate without interruption, we may experience interruptions and delays in services and availability from time to time. We rely on systems as well as third-party vendors, including data center, bandwidth, and telecommunications equipment providers, to provide our solutions. We do maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with our customers.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Once our solutions are deployed, our customers depend on our customer success organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our solutions and business reputation and positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers, and our business, operating results, and financial position.

Adverse economic conditions or reduced technology spending may adversely impact our business.

Our business depends on the overall demand for technology and on the economic health of our prospective customers. In general, worldwide economic conditions remain unstable, and these conditions make it difficult for our customers, prospective customers, and us, to forecast and plan future business activities accurately, and they could cause our prospective customers to reevaluate their decision to purchase our solutions. Weak global economic conditions, or a reduction in technology spending, even if economic conditions improve, could adversely impact our business, financial condition, and results of operations in a number of ways, including longer sales cycles, lower prices for our solutions, reduced services, and lower or no growth.

We depend on our senior management team and other key employees, and the loss of one or more key employees could adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these individuals is intense, especially for engineers with high levels of experience in designing and developing software and Internet-related services, senior sales executives, and professional services personnel with appropriate financial reporting experience. We expect to experience difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have breached their legal obligations or that we have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new

personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.

In the future, we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business

Data security concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our solutions and adversely affect our business.

We manage private and confidential information and documentation related to our customers’ finances and transactions, often prior to public dissemination. The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties. Privacy and data security are rapidly evolving areas of regulation, and additional regulation in those areas, some of it potentially difficult and costly for us to accommodate, is frequently proposed and occasionally adopted. Changes in laws restricting or otherwise governing data and transfer thereof could result in increased costs and delay operations.

In addition to government activity, the technology industry and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us. If the processing of private and confidential information were to be curtailed in this manner, our software solutions may be less effective, which may reduce demand for our solutions and adversely affect our business. Furthermore, government agencies may seek to access sensitive information that our customers upload to our service providers or restrict customers’ access to our service providers. Laws and regulations relating to government access and restrictions are evolving, and compliance with such laws and regulations could limit the adoption of our services by customers and create burdens on our business. Moreover, regulatory investigations into our compliance with privacy-related laws and regulations could increase our costs and divert management attention.

If we or our service providers fail to keep our customers’ information confidential or otherwise handle their information improperly, our business and reputation could be significantly and adversely affected.

If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant loss of revenue based on the premature release of confidential information. While we have security measures in place to protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

In addition, our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) may have access to our customers’ data and could suffer security breaches or data losses that affect our customers’ information.

If an actual or perceived security breach or premature release occurs, our reputation could be damaged, and we may lose future sales and customers. We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a

significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

We continue to develop our software and our success substantially depends and will continue to depend upon our proprietary methodologies and other intellectual property rights. Unauthorized use of our trade secret by third parties may damage our brand and our reputation. We also rely on trade secret laws, employee and third-party non-disclosure and non-competition agreements, and other methods to protect our intellectual property. However, unauthorized parties may attempt to copy or obtain and use our technology to develop products with the same functionality as our solutions. We cannot assure you that the steps we take to protect our intellectual property will be adequate to deter misappropriation of our proprietary information, or that we will be able to detect unauthorized use and take appropriate steps to protect our intellectual property. United States federal and state intellectual property laws offer limited protection, and the laws of some countries provide even less protection. Moreover, changes in intellectual property laws, such as changes in the law regarding the patentability of software, could also impact our ability to obtain protection for our solutions. In addition, patents may not be issued with respect to our pending or future patent applications. Those patents that are issued may not be upheld as valid, may be contested or circumvented, or may not prevent the development of competitive solutions.

We might be required to spend significant resources and divert the efforts of our technical and management personnel to monitor and protect our intellectual property. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Any failure to secure, protect and enforce our intellectual property rights could seriously adversely affect our brand and adversely impact our business.

Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results.    

Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our competitors, own large numbers of patents, copyrights, and trademarks, which they may use to assert claims against us. As we grow and enter new markets, we will face a growing number of competitors. As the number of competitors in our industry grows and the functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages or ongoing royalty payments, prevent us from Offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

If we fail to continue to develop our brand, our business may suffer.

We believe that continuing to develop and maintain awareness of our brand is critical to achieving widespread acceptance of our solution and is an important element in attracting and retaining customers. Efforts to build our brand may involve significant expense and may not generate customer awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand.

Promotion and enhancement of our name and the brand names of our solutions depend largely on our success in being able to provide high quality, reliable, and cost-effective solutions. If customers do not perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will likely be unsuccessful

in creating the brand awareness that is critical for broad customer adoption of our solutions. That failure could result in a material adverse effect on our business, financial condition, and operating results.

We may need to raise additional capital, which may not be available to us.

We will require substantial funds to support the implementation of our business plan. Our future liquidity and capital requirements are difficult to predict as they depend upon many factors, including the success of our solutions and competing for technological and market developments. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of customer prepayments or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons, and we may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of Common Stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our solutions and could have a negative impact on our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication, and business solutions. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our solutions in order to comply with these changes. They can also require our clients to modify their applications, which may have an influence on the Company. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of Internet-related companies generally or result in reductions in the demand for Internet-based solutions such as ours.

In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, the demand for our solutions could suffer.

We operate and offer our services in many jurisdictions and, therefore, may be subject to federal, state, local and foreign taxes that could harm our business.

As an organization that operates in many jurisdictions in the United States and around the world, we may be subject to taxation in several jurisdictions with increasingly complex tax laws, the application of which can be uncertain. The authorities in these jurisdictions, including state and local taxing authorities in the United States, could successfully assert that we are obligated to pay additional taxes, interest, and penalties. In addition, the amount of taxes we pay could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. The authorities could also claim that various withholding requirements apply to us or assert that benefits of tax treaties are not available to us, any of which could have a material impact on us and the results of our operations. In addition, we may lose sales or incur significant costs should various tax jurisdictions impose taxes on either a broader range of services or services that we have performed in the past. We may be subject to audits of the taxing authorities in any such jurisdictions that would require us to incur costs in responding to such audits. Imposition of such

taxes on our services could result in substantially unplanned costs, would effectively increase the cost of such services to our customers and could adversely affect our ability to gain new customers in the areas in which such taxes are imposed.

Some of the jurisdictions in which we operate may give us the benefit of either relatively low tax rates, tax holidays or government grants, in each case that is dependent on how we operate or how many jobs we create and employees we retain. We plan on utilizing such tax incentives in the future as opportunities are made available to us. Any failure on our part to operate in conformity with applicable requirements to remain qualified for any such tax incentives or grants may result in an increase in our taxes. In addition, jurisdictions may choose to increase rates at any time due to economic or other factors. Any such rate increase could harm our results of operations.

In addition, changes to U.S. tax laws that may be enacted in the future could impact the tax treatment of any possible foreign earnings. Due to the possibility of expansion of our business activities, any changes in the U.S. taxation of such activities could increase any potential worldwide effective tax rate and adversely affect our financial position and results of operations.

We are subject to general litigation that may materially adversely affect us.

From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and our Company grows larger. While our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we may carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.

The structure of our Common Stock has the effect of concentrating voting control with our officers and directors, and their affiliates; this will limit or preclude your ability to influence corporate matters.

As on December 31, 2020 based on our audited financial statements. our officers, and directors collectively own 39,721,020 collectively of class A and B shares or 62.42% of our currently outstanding Common Stock. Class A common stock has 1 vote per share while Class B common stock has 10 votes per share. Our CEO Mr. Anoop Bhatia owns 100% of Class B stock which amount to 37,927,270 shares, which controls 93.41% of the voting power before and 93.28% after the offering. The Board of Directors collectively have 93.86% of the voting power before and 93.31% post offering. Therefore, they have control over general corporate matters, such as the election of directors, the sale of all or substantially all the assets of the Company, amending the Corporation’s articles of incorporation. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and could harm the market value of your Common Stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and could harm the market value of your Common Stock.

The class structure of our common stock and the voting agreements among certain stockholders have the effect of concentrating voting control with our CEO, this will limit or preclude your ability to influence corporate matters.

Class A has one vote per share, and class B has ten votes per share and our CEO Mr. Anoop Bhatia owns 100% of Class B stock which amount to 37,927,270 shares, which controls 93.41% of the voting power before and 92.84% after the offering. Following this offering, our directors, executive officers, and their affiliates will hold in the aggregate of about 93.28% of the voting power of our capital stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

Risks Related to Our Securities

We expect to incur substantial expenses to meet our reporting obligations as a public company pursuant to Regulation A. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

We estimate that it will cost approximately $50,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

We may, in the future, issue additional shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation states that the Company shall have the authority to issue four classes of shares of stock, an increase from two classes previously authorized.

The total number of shares the Company is authorized to issue is

-Seven Hundred Million (700,000,000) shares of Common Stock Class A with a par value of ($0.00001), Class A common stock has one vote per share. As of December 31, 2020, provisional statements, the number of issued class A shares is 26,740,230 and not yet issued shares of 673,259,770 

-Two Hundred Million (200,000,000) shares of Common Stock Class B, with a par value of ($0.00001). Class B common stock has 10 votes per share, par value. As of December 31, 2020, provisional statements, the number of issued class B shares is 37,927,270 and not yet issued shares of 162,072,730. 

-One Hundred and Fifty Million (150,000,000) shares of Common Stock Class C with a par value of ($0.00001). Class C has no voting rights until they are fully vested after which they will be converted to Class A. This Class of Shares is for employees. No class C shares have been issued yet.; and  

-Fifty Million (50,000,000) Preferred Stock with a par value of ($0.00001), Preferred Stock has no voting rights and no Preferred Stock shares have been issued. 

Risks Related to Our Common Stock

The Company arbitrarily determined the Offering Price and terms of the Shares offered through this Offering Circular.

The Offering Price of the Shares has been arbitrarily determined and bears no relationship to the assets or book value of the Company, or other customary investment criteria. No independent counsel or appraiser has been retained to value the Shares, and no assurance can be made that the Offering Price is, in fact, reflective of the underlying value of the Shares offered hereunder. Each prospective investor is therefore urged to consult with his or her own legal counsel and tax advisors as to the Offering Price and terms of the Shares offered hereunder.

There is no minimum raise required in this Offering.

There is no minimum number of Shares that must be sold in this offering other than each investor must invest at least $500 at price per share that is prevailing. As a result, we will retain the proceeds from any funds raised and the proceeds will not be returned to the investor. In the event that we fail to raise enough capital in this offering, we will utilize the proceeds for general working capital purposes only. We cannot guarantee that we will be able to raise adequate funds in this offering to implement our intended business plan.

Since the funds are not being placed in an escrow account, a third-party creditor may obtain a judgment or lien against us and satisfy the judgment or lien by executing on the bank account where the offering funds are being held, resulting in a loss of any investment you make in our securities.

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Nowigence, Inc. and held in a segregated bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds, and the funds raised will become immediately available to the company.

There has been no public market for our Common Stock and an active market may not develop or be sustained, which could limit your ability to sell your shares of Common Stock.

There currently is no public market for our Common Stock, and our Common Stock will not be traded in the open market prior to this offering. We intend to submit an application with The OTC Markets (“OTCQX”) to list our Common Stock on The OTCQX Markets. In order to list, the OTCQX Markets we must meet minimum requirements. There is no guarantee that we will be able to satisfy the Markets listing requirements. Any delay in the OTCQX application may cause a delay in the initial trading of our Common Stock on OTCQX markets. For all of the foregoing reasons, you may experience a delay between the closing of your purchase of our Common Stock and the commencement of OTCQX trading of our Common Stock.

If our Common shares are quoted for trading on the OTCQX Markets platform or any exchange, the stock price of our Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the Offering Price.

There has been no public market for our Common Stock prior to this Offering. The Offering Price for our Common Stock may vary from the market price of our Common Stock following this Offering and you may not be able to resell those shares at or above the Offering Price. The market price of our Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

-the overall performance of the equity markets; 

-the development and sustainability of an active trading market for our Common Stock; 

-our operating performance and the performance of other similar companies; 

-changes in the estimates of our operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our Common Stock; 

-press releases or other public announcements by us or others, including our filings with the SEC; 

-announcements of technological innovations, new applications, features, functionality or enhancements to products, services or products and services by us or by our competitors; 

-announcements of acquisitions, strategic alliances or significant agreements by us or by our competitors; 

-announcements of customer additions and customer cancellations or delays in customer purchases; 

-announcements regarding litigation involving us; 

-recruitment or departure of key personnel; 

-changes in our capital structure, such as future issuances of debt or equity securities; 

-our entry into new markets; 

-regulatory developments in the United States or foreign countries; 

-the economy as a whole, market conditions in our industry, and the industries of our customers; 

-the expiration of market standoff or contractual lock-up agreements; 

-the size of our market float; and 

-any other factors discussed in this Offering Circular.  

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Because the Offering Price of our Common Stock will be substantially higher than the pro forma net tangible book value per share of our outstanding Common Stock following this Offering, new investors will experience immediate and substantial dilution.

The Offering Price is substantially higher than the pro forma net tangible book value per share of our Common Stock immediately following this Offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Common Stock in this Offering, based on the Offering Price of $5.00 per share, assuming that we raise our full amount, you will experience immediate dilution to $0.6683 per share, the difference between the price per share you pay for our Common Stock and its pro forma net tangible book value per share as of December 31, 2018, after giving effect to the issuance of shares of our Common Stock in this Offering. In addition, upon the completion of this Offering, there might be options to purchase shares of our Common Stock outstanding, based on the number of such awards outstanding on. To the extent shares of Common Stock are issued with respect to such awards in the future, there will be further dilution to new investors.

The OTC markets and other securities exchange may delist our Common Stock from trading on its exchange, which could limit shareholders’ ability to trade our Common Stock.

In the event we can list our Common Stock on the OTC Markets or other national securities exchange, we will be required to meet continued listing standards on an ongoing basis in order to continue the listing of our Common Stock. If we fail to meet these continued listing requirements, our Common Stock may be subject to delisting. If our Common Stock is delisted and we are not able to list our Common Stock on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our shareholders could face significant material adverse consequences, including limited availability of market quotations for our Common Stock and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this Offering. We will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending the use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock 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. Our current intention is to apply net earnings, if any, in the foreseeable future to increase our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers, and employees.

Our bylaws require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. The foregoing indemnification

obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

There are legal restrictions on the resale of the Shares offered that are penny stocks. These restrictions may adversely affect your ability to resell your Shares.

Our Common Stock may be subject to the penny stock rules under the Exchange Act. These rules regulate broker/ dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/ dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/ dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/ dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker/ dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/ or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our Common Stock. If our Common Stock is subject to the penny stock rules, our shareholders may find it more difficult to sell their shares.

Possible non-compliance with securities laws.

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act and other applicable state securities laws.  If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Shares.  If a number of purchasers were to obtain rescission, the Company would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Overall Uncertainties due to the pandemic COVID-19

The COVID-19 pandemic could have an adverse impact on our business, operations, and the markets and communities in which we, our partners, and customers operate.

The potential impact and duration of the COVID-19 pandemic on the global economy and our business are difficult to assess or predict. Potential impacts include:

•Our customer prospects and our existing customers may experience slowdowns in their businesses, which in turn may result in reduced demand for our platform, lengthening of sales cycles, loss of customers, and difficulties in collections.

•Our employees are working from home significantly more frequently than they have historically, which may result in decreased employee productivity and morale with increased unwanted employee attrition.

•We continue to incur fixed costs, particularly for real estate, and are deriving reduced or no benefit from those costs.

•We may continue to experience disruptions to our growth planning, such as for facilities and international expansion.

•We anticipate incurring costs in returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service, and amenities.

•Our operating lease right-of-use assets may be impaired due to potential loss of sublease income.

•We may be subject to legal liability for safe workplace claims.

•Our critical vendors could go out of business.

•Our in-person marketing events, including customer user conferences, have been canceled and we may continue to experience prolonged delays in our ability to reschedule or conduct in-person marketing events and other sales and marketing activities.

•Our marketing, sales, professional services, and support organizations are accustomed to extensive face-to-face customer and partner interactions, and conducting business virtually is unproven.

Any of the foregoing could adversely affect our business, financial condition, and results of operations.

DILUTION

Purchasers of our Shares offered in this Offering will experience an immediate and substantial dilution of the net tangible book value of their Common Stock from the offering price. Such dilution results from the Offering Price of the Shares by the Company. On December 31, 2020, provisional financial statements, we had a consolidated net tangible book value of $0. Net tangible book value is the aggregate amount of the Nowigence tangible assets, less its total liabilities.

After giving effect to the sale of the Shares offered hereby, including the use of proceeds as described under “Use of Proceeds,” the pro forma net tangible book value at December 31, 2020, provisional financial statements attributable to common shareholders would have been $50,000,000, or $5 per share of our Common Stock. This amount represents an immediate increase in net tangible book value of $0.6683 per share to new investors and an immediate dilution in pro forma net tangible book value of $0.6683 per share from the Offering Price of $5 per share of our Common Stock to new investors. The following table illustrates this per share dilution:

Maximum Offering:

Another important way of assessing dilution is the dilution that happens due to future actions by the Company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a stock offering (such as this Offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

DIVIDEND POLICY 

We have never paid a dividend on our Common Stock. Any future determination to pay dividends on our Common Stock is subject to the discretion of our Board and will depend upon various factors then existing, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable laws and our contracts, as well as economic and other factors deemed relevant by our Board. We do not currently expect to declare or pay dividends on our Common Stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business.

The Company is offering an aggregate of $50,000,000 of Class A common shares at a price between $3 and $5 for a maximum of 16,666,666 or 10,000,000 Class A shares, respectively. In no event shall the maximum number of shares to be issued pursuant to this Offering exceed 16,666,666 shares of common stock Class A, in this offering (the “Offering”) through a Tier 2 Offering pursuant to Regulation A+ Rule 251(d)(3) (“Regulation A+”) under the Securities Act of 1933, as amended (the “Securities Act”).

Of its Common Stock for sale on a “best efforts” basis by our officers and directors.  In connection with the Company’s selling efforts in the offering, our officers, directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange Act. Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our officers and directors are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act nor will they be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. None of our officers and directors are currently, nor have they been within the past 12 months, a broker or dealer, and they are not, nor have they been within the past 12 months, associated persons of a broker or dealer.

Offering Period and Expiration Date

The Offering will commence within two calendar days after this offering circular has been qualified by the SEC. This Offering will terminate upon the earlier of (i) such time as all of the Shares have been sold pursuant to the offering statement; (ii) our board of directors determines to terminate the offering; or (iii) 730 days from the qualified date of this offering circular, unless extended by our directors for an additional 365 days.

This is a “best efforts” offering, so the Company is not required to sell any specific number or dollar amount of Shares but will use its best efforts to sell the Shares offered. There is no minimum number of Shares that we must sell in order to conduct a closing in this Offering and we intend to have multiple closings until the termination of the Offering Period. The Company may close on investments on a “rolling” basis (so not all investors will receive their Shares on the same date).  The Company has made no arrangements to place subscription funds in an escrow, trust or similar account which means that all funds collected for subscriptions will be immediately available to the Company for use in the implementation of its business plan. The Company will hold all funds it receives in a segregated bank account. Upon each closing, the proceeds collected for such closing will be disbursed to the Company and the Shares for each closing will be issued to investors 30 days from the subscription agreement acceptance.

We have no creditors making claims against us currently, except for one foreign supplier. While this one creditor has offered to settle its full claims for $20,000, we believe that we have meritorious defenses and counter claims such that we owe them nothing.  We are prepared to vigorously defend against this claim and assert strong counter claims should this one creditor wish to pursue this matter further on. Subsequent claims may be filed during the Offering Period which could cause you to lose all or part of your entire investment. If

potential claims were perfected, the Company may not be able to return your funds or move the proceeds of the Offering into its business account. At this time no one is making any claims against the Company.

Please see the Risk Factor section to read the related risk to you as a purchaser of any Shares.

State Blue Sky Securities Regulations

An Offering Circular in electronic format may be made available on our website maintained by us or the selling group members, or a third party if any, participating in the Offering.

We have hired a transfer agent. The name is VStock Transfer, LLC located at 18 Lafayette Pl, Woodmere, NY 11598.

No Public Market

At the time of this prospectus, there has been no public market for our Common Stock. In determining the Offering Price, we have considered a number of factors including:

-the information set forth in this Offering Circular and otherwise available to us; 

-our prospects and the history and prospects for the industry in which we compete; 

-an assessment of our management; 

-our prospects for future earnings; 

-the general condition of the securities markets at the time of this Offering; 

-the recent market prices of, and demand for, publicly traded Common Stock of generally comparable companies; and 

-other factors deemed relevant by us. 

The company is in the process of filing 15C2-11 application to quote the class A shares on the OTCQX, the unaffiliated current shareholders are seeking 144 exemption to permit trading their stocks in the open market once the holding period is satisfied as mandated by Rule 144.

USE OF PROCEEDS

We estimate that we sell $50,000,000 of Class A shares the net proceeds from the sale of this class A common shares in this Offering will be approximately $49,900,000, after deducting the estimated Offering expenses of up to $100,000 ($100,000 third party expenses including legal fees). The net proceeds of this Offering will be used to fund four key areas: (i) hiring additional key members of the management team; (ii) developing (diversified) operation infrastructure; (iii) continuing development of technology and service lineup including hiring additional data scientists and developers; and (iv) expanding sales, marketing, and operation capabilities in new markets.

Since inception friends and family have infused about $3.01 million funding, net of offering costs and as on December 31, provisional financial statements, utilizing Reg D exemption to fund our operations.

Accordingly, we expect to use the net proceeds, estimated as discussed above, as follows, if we raise the maximum Offering amount

(1) A portion of working capital will be used for HR Benefits, Staffing (including under COGs), Audit and Office Rent and Maintenance.

(2) Because the Offering is being made on a “best-efforts” basis, without a minimum Offering amount, we may close the Offering without sufficient funds for all the intended proceeds set out above.

If the Offering size were to be 25% of the offering (Shares), the net proceeds will be approximately $12,400,000 after deducting estimated Offering expenses of up to $100,000, we expect to use the net proceeds according to the table below.  

If the Offering size were to be 50% of the offering, the net proceeds will be approximately $25,000,000 after deducting estimated Offering expenses of up to $100,000, we expect to use the net proceeds according to the table below.

If the Offering size were to be 75% of the offering, the net proceeds will be approximately $37,400,000 after deducting estimated Offering expenses of up to $100,000, we expect to use the net proceeds according to the table below.  

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category or another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this Offering in short-term, interest-bearing securities.

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

DESCRIPTION OF BUSINESS

Nowigence, Inc. is an early growth company incorporated in the state of New York in August 2011. Our principal executive offices are located at 101 S Tryon Street, 27th Floor, Charlotte, NC 28280. Our telephone number is 704-275-5522.  Our website is www.nowigence.com, the contents of which are incorporated by reference into this Offering Circular.

Nowigence, per its Incorporator’s action on December 28th, 2018 decided to acquire Nowigence India Private Limited (‘Nowigence India”) located at Plot A-14, Eco Towers (7th Floor), Sector 125, Noida 201301, U.P. in India. Nowigence India is a revenue-generating company since 2017. The main reason for the acquisition of the Indian company was synergy in operations. We were paying service fees to India to help develop the training dataset for our customers in the US and Europe. Also, the software engineers from India helped to develop the product. To gain better control, efficiency and to improve our service and grow the market in India, we decided to acquire the Indian company and make it a subsidiary. Nowigence India also have customers located in India to which they sell our platform on subscription basis. The acquisition was completed on January 18th, 2019.

Nowigence, with advanced expertise in Artificial Intelligence (AI), is committed to increasing the speed to which users, teams, and businesses make data-driven decisions. Our AI platform, Pluaris^TM, comprehends data, especially textual, available in written form, in real-time to deliver decisional boundaries and traceable intelligence derived from a rich spectrum of data types and sources, both inside and outside the business. This capability to deliver intelligence on demand, mimicking human comprehension, from a complex set of disparate sources applies to a wide variety of sectors, roles and processes.

In March, 2020, Nowigence announced its first strategic partnership with Orion Innovation (https://www.orioninc.com/) with its head office in Edison, NJ. This was later terminated. However, as part of its market penetration strategy of channelizing sales to enterprises through local private channel partners, it has signed product representative and channel partnership agreements in the U.S., Middle East, North Africa and India.

Mission

Mission for our artificial intelligence software platform is to rapidly read  and comprehend data using machines, whether unstructured or structured,  in its right context and provide business professional with the toolkit to anticipate their future through data, seeking ways to predict scenarios, keeping them plan-ready, united and confident to meet their business goals. Any technology-based solution is successful if it increases speed while reducing error. In our case, we use Machine Learning and Natural Language Processing to comprehend huge amounts of data in real-time many thousands of times faster than human abilities with significantly reduced errors and larger objectivity.

COMMERCIALIZATION UPDATE

Nowigence started selling even during the product development phase to marquee enterprises from January 2017. Early adopters were Owens Corning, Wacker Chemie, HDFC Bank, Mahindra Holidays and Tech Mahindra providing valuable feedback.

Our minimum viable beta product has just been launched in late 2020. Our initial market penetration is with channel partners and direct sales as a virtual assistant for individuals, teams, and enterprises where a lot of reading is required. Pluaris, a smart, cloud-based app that allows users to quickly distill knowledge from massive amounts of data, especially textual, both public and private. There are over 2 billion knowledge workers in legal, journalism, marketing, education, research, technology, and others. Even at a very basic solution price of $10 per month, the opportunity is over $240 Billion annually.

Serving as a virtual knowledge assistant with a “brain”

Each customer story has its unique elements. They tend to follow a similar path on the way to declaring Pluaris as a state-of-the-art product in reading & comprehension, contextualizing, and delivering outputs in real-time.

We support a broad range of use cases, meet stringent requirements for resiliency, security and scalability, and provide enterprises the flexibility to deploy our AI platform as part of their work routines integrating with their daily tools. We usually land an account by identifying a specific pain point that cannot be addressed by existing technologies.

A few examples of our most recent use cases are:

Judiciary/Legal: To reduce backlog of pending cases, the Justice Department of one of the major Governments is looking to allow advocates & judges to assist in eDiscovery, thereby, reducing the pre-trial preparation time by over 35%.

Education: One top university that was thinking of closing one campus decides to keep it open offering remote learning with Pluaris to assist students to learn better and in more depth.

Enterprise: One of the two largest Swiss Banks involved with Auditing require a solution to improve audit quality and gain productivity during pre-audit prep, audit, and post audit reporting.

PRODUCT TECHNOLOGY, MARKET OPPORTUNITY & HYPE

Unique Differentiation

Our view of the market is that AI using ML/NLP techniques is currently a project-based service industry. Clients hire coding engineers, data scientists and project managers to scope the requirements of a specific use case in the form of technical specs which is then converted into a solution. This consultancy-based approach is not scalable. From a customer’s perspective it is expensive, time-consuming and does not guarantee success.

Nowigence has created Pluaris, a subscription-based SaaS product platform that quickly adapts to the needs of its users. Pluaris is used across different functions and sectors. This product approach allows the client-side users to work with the product from Day One. Some delivery outputs useful for the end-users will require configuration at additional costs. This however does not require a huge budget or big project plans.

The second aspect that is unique is that Nowigence is among the first few companies that allow users direct access to the database. Most other cognitive information retrieval engines allow access from an intermediate interface where human-controlled quality screening have already ascertained the accuracy of the results. Operating directly from the database provides two main benefits for the users. The first is that the output is in real-time or near real-time depending upon the frequency at which the data is refreshed. The second is that data anomalies are detected faster and are corrected in the database to prevent propagation of erroneous data. Our algorithms allow users to get to quality outputs faster than other competitive service offerings.

Also, as in every hyped industry, many vendors use the term AI or Machine Learning (ML) or Natural Language Processing (NLP) to attract attention. However, many use offshore resources to manually create outputs with little or no technology deployment. This field is relatively new and talent paucity exists. Pluaris delivers results in real time depending on the time when the data refreshes.

Product Differentiation

Granularity - Most companies in this space work on a specific use case and train the machine for a few words or phrases that are needed to deliver the output. Pluaris breaks down every sentence into its grammatical components. This is similar to the way we, as humans, developed our linguistic skills through our schooling years. With the right mix of manual and automated extraction, we teach computers faster than ever before and better than any other company. We are precise with information retrieval. We use a combination of keyword search (the traditional search technique prevalent today in most apps where the exact match of one word or more is used to search for content within or across a collection of documents/files) and semantic search (it not only finds keywords but determines the intent and contextual meaning of the words a person is using when searching).

Scalability – Pluaris is scalable having successfully delivered value through pilots in many different use cases across sectors and departments. With our rapid training modules to teach machines, we have been successful in developing pre-trained and smart machines in 14 sectors already. The business opportunity in each sector

is significant. Our proprietary processes extract many more major and minor entity categories and events regardless of the sector, allowing the users to train the linguistic models related to their sector-specific jargon quickly and in near real time. This allows us to gain high accuracy on day one and improve it quickly to increase the accuracy within a short period of time. In addition, while many machine learning models are trained at the corporate-level, we offer parameter optimization to our customers at a user-level for tailored predictive models.

Versatility – Pluaris follows the steps typically used by humans as part of their decision-making process. It is designed to ingest data from different tools through API integrations. It processes data during information retrieval to help users understand the content via our signature summarization feature; delivers critical insights of minor and major named entities; and categorizes content as a risk or opportunity for the user. A user is able to ask any questions to dig deeper from public or private data sources, benchmark alternative options, and allows users to checkmark relevant points that get routed to a smart notepad allowing for user-created outputs. The same sequence is used when working on pilots. The process demonstrates the capability of Pluaris to deliver the required data, which is then automated to meet different requirements of the users. Pluaris is versatile; its foundation is built based on process-thinking, allowing control by the user and innovative technologies in linguistics and data analytics to deliver value.

Market Opportunity

The last major invention was the Internet in the early to mid-90s. This triggered the start of the third industrial revolution. Prior to the Internet, steam and electricity were major revolutionary inventions.

The Internet ushered in new industry segments, created new jobs, and fueled the global growth engine lifting millions of people from poverty.

New industries like e-commerce (e.g. Amazon, e-Bay), the cloud (Microsoft Azure, AWS), cellphones (e.g. Apple, Samsung, Android) or 4G Network Providers (Ericsson and Nokia Siemens), social media (LinkedIn, Facebook), streaming (Netflix, Prime), and SaaS (Salesforce) emerged. These companies were all developed from the invention of the internet.

We believe that we are now at the dawn of the fourth industrial revolution with AI. It has a high component of technology innovation unlike any previous inventions. Like the other industrial revolutions, it has the power of accelerating the growth of the overall global GDP. McKinsey’s study states that AI could account for $3.5 to $5.8 trillion in annual value, or 40 percent of the value created by all analytics techniques (https://www.mckinsey.com/featured-insights/future-of-work/ai-automation-and-the-future-of-work-ten-things-to-solve-for). While the above is the total available market (TAM), Nowigence believes that the serviceable obtainable market (SOM) for its use cases is over $5 Billion and growing.

In the early 90s, businesses were faced with a different problem. There was no data to help businesses to globalize. Connectivity was an issue; the Internet was just being born. A divided Europe with its multiple countries and currencies, a non-existent Enterprise Resource Planning (ERP) solution (SAP was a struggling company then) and a distant and eclectic Asia were all barriers to overcome in the pursuit of global growth.

Now, we have too much data – the enormity clutters our minds. It slows decision-making and as a result it stunts growth.

The industry landscape is expected to go through a major transformation in the next decade – Energy (from Hydrogen), Crypto, Blockchain, IOT, Faster Transportation – SpaceX (for inhabiting Mars), Virgin Galactic (for faster cross-continental travel), Driverless Cars, Locomotives, Cybersecurity, and others.

With this magnitude of change in the pace of business, humans will need an AI Solution to read, digest and analyze data at the speed of lightning. This is where Nowigence expects to play a significant role.

Market Hype

A period of hype precedes any major industrial revolution. According to 2019 data from the National Venture Capital Association, 1,356 AI-related companies in the U.S. raised $18.457 billion. That topped the 1,281

companies that raised $16.8 billion in 2018, according to PitchBook-NVCA Venture Monitor dated Jan 14, 2020 (https://venturebeat.com/2020/01/14/ai-startups-raised-18-5-billion-in-2019-setting-new-funding-record/)

Lack of published financials through Private VC investments makes it difficult to understand the true returns on these investments.

Our conservative investment strategy during its initial product development phase positions it strongly for significant growth with rapid customer traction through strong channel partners helping to introduce their ready-to-use AI Solution across multiple sectors. Customer side risks are reduced significantly with Pluaris. Our software delivers value right from Day One instead of the project-based customization approach of assigning expensive data scientists and ML/NLP experts to develop a solution from scratch.

COMPETITION

There are different levels of competition both internally from the data science team in client’s organizations and externally from myriads of competitors who consult as data scientists on project basis to automate workflows using AI for specific use cases.

They start from scratch using open source tools or libraries like:

Spacy (https://spacy.io/), NLTK (https://www.nltk.org/) , Allen NLP (https://allennlp.org/)  and Text Blob (https://textblob.readthedocs.io/en/dev/).

There are many big companies too that offer middle-of-the-value tools that provide a starting point with average accuracy but need data scientists to write their own optimization code to gain better accuracy or create outputs. This takes time. Gartner states that 60% of developments do not see the light of day. Key Tech Players in this space are Microsoft Azure Cognitive Engine, Cloud Natural Language – Google Cloud, Amazon Comprehend, IBM Watson.

There are also many niche solutions focusing on specific use cases like Einstein (from Salesforce), Artesian, Klue, Attivio, Evernote, Coveo, and Elastic. Details are provided below on the capital they have raised, their employees and annual revenues.

However, Nowigence provides an advanced AI Search and Insight Engine, that seamlessly integrates with a variety of platforms and systems users already use today. Unlike other information retrieval platforms, Pluaris uses semantic search for increased precision. Semantic search considers the intent and contextual meaning of search phrases when serving content to users, not just the exact key word match. In addition, the platform has both extractive and interpretive data analysis capabilities whose accuracy improves with time as users use built-in options to improve accuracy with their specific jargon when extracting content (we call it linguistic training). Pluaris is not just about innovative techniques and proprietary coding. It maps the way that we, as humans, evaluate data. Said simply, we search for information, look at various options to select the best option, evaluate risks and opportunities and then communicate with a team to implement the plan. Pluaris is built along the same process flow. As it ingests and digests data from various IT tools, the platform is useful from day one and delivers significant returns quickly.   

Other Viewpoints of Market Opportunity

Revenue from the artificial intelligence (AI) software market worldwide (in $B)

Regardless of which data point one looks at, the field of automating human tasks including the science and the behavior of our reading and data comprehension abilities encompasses many sectors and provides a huge opportunity.

McKinsey reports – “An analysis of more than 400 use cases across 19 industries and nine business functions highlights the broad use and significant economic potential of advanced AI techniques.

Source:https://www.mckinsey.com/featured-insights/artificial-intelligence/notes-from-the-ai-frontier-applications-and-value-of-deep-learning

Artificial Intelligence and Machine Learning are Now at the Forefront of the Software Industry

Three factors have contributed to making it possible:

1.Cheap parallel computation: The invention of the graphics processing unit (GPU) has made true neural networks—defined as many processes working simultaneously—a reality. 

2.Big Data: The availability of so much information allows algorithms to be “taught.” 

3.Better Algorithms: Deep learning algorithms allow a neural net* to evaluate data in progressive layers or stacks, which allows millions of calculations in a short period of time. (*A neural net is a type of artificial intelligence that attempts to imitate the way a human brain works. Rather than using a digital model, in which all computations manipulate zeros and ones, a neural network works by creating connections between processing elements, the computer equivalent of neurons.) 

Industry Trends in Software Development

Understanding the monitoring industry starts with understanding DevOps (development and operations).  A recent article at dqindia.com titled “Decoding DevOps” explained the following: DevOps - chances are you might have heard this term numerous times. Even market trend watchers consistently post this as the biggest trendsetter that will alter software development methodologies and will have an overall disruptive impact on enterprise IT. DevOps is clearly a disruption that will get entrenched as IT services companies and software developers increasingly use this as the key differentiator to be relevant to business demands and to add value to client-side IT organizations. DevOps is all about agility and continues delivery that gives a high degree of modularity to software development.

Pradeep Shilige, Executive Vice President, Digital Systems and Technology, Cognizant says, “DevOps may not be the panacea for all problems, and it is certainly an important capability in addressing them effectively. By driving automation across the software delivery lifecycle, DevOps alleviates hand-offs and delivers the ability to quickly respond to feedback on demand. Further, by fostering a collaborative culture and necessitating skills enhancement across IT and operations staff, DevOps also helps build a more robust organization.” Experts also say that the software development world is rapidly moving towards the development of next-generation products and services that are mass-personalized and deployed at a massive scale. These systems are also typically always on, continuously adapted to changes and connect the physical and digital worlds. At the same time, these systems need to be delivered with shorter development cycles and higher programmer productivity while maintaining the quality of the Offering. The escalation of DevOps as a software development hygiene practice is all set to alter the way IT is being developed and delivered.

Industry Predictions

Due to recent technological advancements, artificial intelligence and machine learning is a leading growth area in the software industry. Notable research supporting this claim, made herein by Nowigence’s executive team follows.

Below are quotations from reputable industry sources on the future of AI and Machine Learning.  We have copied these quotations directly from the sources’ website as cited below without notice to, or permission of, such sources.  None of the quotations should be considered as an endorsement of our Company and its offerings. 

Breyer Capital

Jim Breyer, CEO of Breyer Capital, Board member of 21^st Century Fox and Blackstone, and an early investor in Face Book, Etsy and Marvel Entertainment believes that technology, especially AI built around cloud services offering great customer and enterprise experience will see rapid growth. He believes that in the next decade, 18 out of 20 companies in market value will be technology companies.

https://www.cnbc.com/video/2019/01/23/u-s-five-year-lead-semiconductors-breyer-capital-ceo.html

Gartner

Trend No. 1: AI & Advanced Machine Learning

“AI and machine learning (ML), which include technologies such as deep learning, neural networks, and natural language processing, can also encompass more advanced systems that understand, learn, predict, adapt and potentially operate autonomously. Systems can learn and change future behavior, leading to the creation of more intelligent devices and programs.  The combination of extensive parallel processing power, advanced algorithms, and massive data sets to feed the algorithms has unleashed this new era.” 

Source: Panetta, Kasey. “Gartner's Top 10 Strategic Technology Trends for 2017.” Smarter With Gartner, 13 Oct. 2017, www.gartner.com/smarterwithgartner/gartners-top-10-technology-trends-2017/.

Accenture

“Despite the skepticism of AI as just another technology buzzword, its momentum is very real. 85% of executives we surveyed report they will invest extensively in AI-related technologies over the next three years.”

“This means thinking of AI as more than just a technological tool and giving it the priority and investment that matches the role it’s about to take over within organizations – the face of the brand.”

Source: “Build the Future.” Accenture Career Opportunities, www.accenture.com/t20171005T065813Z__w__/us-en/_acnmedia/Accenture/next-gen-.

VentureBeat

“Enterprises should take advantage by aligning their cloud and technology stacks with providers who are leaders in AI. The gap between the AI haves and have-nots will continue to widen, so picking the right technology providers is critical. For example, a non-AI powered CRM system might allow your sales team to find prospective customers based on the last time they were contacted, helping sales reps search for potentially fruitful leads. But an AI-powered CRM system, in contrast, could proactively feed leads to sales reps in real time using algorithms designed to maximize the likelihood of a sale, based on breaking information about the customer, their company, and the sales rep herself. Choosing the right CRM vendor, in this case, could have a direct and significant impact on revenue.”

Source: Bennett, Jake. “How a New Wave of Machine Learning Will Impact Today's Enterprise.” VentureBeat, VentureBeat, 15 July 2017, venturebeat.com/2017/07/15/how-a-new-wave-of-machine-learning-will-impact-todays-enterprise/.

APMdigest

“Big data continues to be the fastest-growing segment of the information management software market. New findings released by Ovum estimate that the big data market will grow from $1.7bn in 2016 to $9.4bn by 2020, comprising 10% of the overall market for information management tooling.” “... Machine learning is placing stress on enterprises to make data science a team sport; a big area for growth in 2017 will be solutions that spur collaboration”

Source: “Big Data Trends to Watch in 2017.” APMdigest - Application Performance Management, 6 Jan. 2017, www.apmdigest.com/big-data-trends-to-watch-in-2017.

NASDAQ Globe Newswire

“According to the report, the global predictive analytics market was valued at approximately USD 3.49 billion in 2016 and is expected to reach approximately USD 10.95 billion by 2022, growing at a CAGR of around 21% between 2016 and 2022.”

Source: “Global Predictive Analytics Market Expected to Reach USD 10.95 Billion by 2022: Zion Market Research.” GlobeNewswire News Room, "GlobeNewswire", 12 Jan. 2017, globenewswire.com/news-release/2017/01/12/905404/0/en/Global-Predictive-Analytics-Market-expected-to-reach-USD-10-95-Billion-by-2022-Zion-Market-Research.html.

Information Age

“Gartner predicts by 2020, predictive and prescriptive analytics will attract 40% of enterprises’ net new investment in business intelligence and analytics.”

Source: “Predictive Analytics: the Next Frontier in Business Intelligence.” Information Age, 8 May 2017, www.information-age.com/predictive-analytics-frontier-business-intelligence-123466113/.

Forbes

“A Narrative Science survey found last year that 38% of enterprises are already using AI, growing to 62% by 2018. Forrester Research predicted a greater than 300% increase in investment in artificial intelligence in 2017 compared with 2016. IDC estimated that the AI market will grow from $8 billion in 2016 to more than $47 billion in 2020.”

**Look at “Machine learning platform” (blue line) on the following chart.

Source: Press, Gil. “Top 10 Hot Artificial Intelligence (AI) Technologies.” Forbes, Forbes Magazine, 29 Mar. 2017, www.forbes.com/sites/gilpress/2017/01/23/top-10-hot-artificial-intelligence-ai-technologies/#108c03519287.

Forbes

“According to Salesforce’s 2016 Connected Customer report, by 2020, 57% of business buyers will depend on companies to anticipate their needs”

Source: Marr, Bernard. “Why AI, Machine Learning And Big Data Really Matter To B2B Companies.” Forbes, Forbes Magazine, 3 Nov. 2017, www.forbes.com/sites/bernardmarr/2017/11/03/why-ai-machine-learning-and-big-data-really-matter-to-b2b-companies/#20fa8c361f2a.

Global Industry Analysts

“The global market for Predictive Analytics is projected to reach US$3.6 billion by 2020, driven by the growing need to replace uncertainty in business forecasting with probability and the increasing popularity of prediction as a key towards improved decision making.”

Source:  Predictive Analytics Market Trends, www.strategyr.com/MarketResearch/Predictive_Analytics_Market_Trends.asp.

SBWire

“The global IoT analytics market is witnessing growth owing to the factors such as the growing requirement of advanced analytics and automation tools for businesses”

Management Team

Nowigence’s team is led by Mr. Anoop Bhatia who is the Chairman, President and CEO. Dr. Gordon Haupt is the Chief Technology Officer. Mr. David Evans, a Board Member, is currently officiating as Chief Financial Officer and General Counsel. The entire team is working together to establish our vision as a leading artificial intelligence software solution.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication, and business solutions. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our solutions in order to comply with these changes. They can also require our clients to modify their applications, which may have an influence on the Company. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related companies generally or result in reductions in the demand for Internet-based solutions such as ours.

Employees

As of December 31, 2020, we have a total of 15 full-time employees. Our in-house team has 7 that are working in the US and 8 who are located in India.

The above team does not include the sales and marketing team which includes team members who are taking our solution to their clients under the sales channel partnership agreement.

We also work with business consultants, accountants, auditors and other. None of our employees are covered by collective bargaining agreements and we consider our relations with our employees to be good.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 101 S Tryon Street, 27th Floor, Charlotte, NC 28280, Our website is [www.nowigence.com] The contents of our website are not incorporated by reference into this Offering Circular.

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing in Item 3 of this Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" in our Offering Circular filed on Form POS dated October 11, 2019.

Company Overview

Nowigence, Inc. is an early growth company incorporated in the state of New York in August 2011. Our principal executive offices are located at 101 S Tryon Street, 27th Floor, Charlotte, NC 28280. Our telephone number is 704-275-5522.  Our website is www.nowigence.com, the contents of which are incorporated by reference into this Offering Circular.

Nowigence, with advanced expertise in Artificial Intelligence (AI), is committed to increasing the speed to which users, teams, and businesses make data-driven decisions. Our AI platform, Pluaris^TM, comprehends data, especially textual, available in written form, in real-time to deliver decisional boundaries and traceable intelligence derived from a rich spectrum of data types and sources, both inside and outside the business. This capability to deliver intelligence on demand, mimicking human comprehension, from a complex set of disparate sources applies to a wide variety of sectors, roles and processes.

Nowigence Inc. is a global software solution company with a uniquely flexible and sector agnostic AI-powered decision support system. Through novel machine learning and natural language processing techniques, it automates the way businesses retrieve, interpret, and summarize massive amounts of data for reduced error and quicker, more informed decisions. It’s rapid and highly automated platform offers easily configurable add-ons to a standard off-the-shelf offering.

Since inception, the Company has successfully developed and sold the product to marquee customers and is ready to scale. Despite the 2020 global lockdown due to the coronavirus pandemics, we have succeeded in demonstrating our AI platform to many big Fortune 1000 companies. The Company is looking to invest in sales, marketing, e-commerce, and customer success teams to aggressively grow the market. The Company has generated revenues from operations and has demonstrated its capability to utilize capital effectively. Most of its competitors have invested in tens of millions of dollars whereas Nowigence has won customers confidence with about $3 million invested.

Operating Results

The global pandemic in 2020 affected our commercialization plans. Most enterprises were experiencing difficulties and adopting cost cutting measures. In such a scenario, it was not possible for us to sell. Instead, we worked with enterprises to show case our product. The product was well received. We were successful in conducting pilot trials as proof of our platform’s capability in delivering value.

As of December 31, 2020, we continued to earn revenues from our early adopters. However, our focus for most of the year 2020 was not on commercialization but to optimize our product’s backend to scale and grow after the pandemic. Our textual and data comprehension processes require high computational resources. Starting the 2^nd Quarter of 2021, we can host over 30-times more users with the same infrastructure costs. This gives us a commanding position in costs and scalability.

Our pretax losses during the year 2020 was $873,044. We were able to finance our operations partially from revenues from early adopters though mostly from capital infusion. We raised net equity of nearly $728,439. We also received a government grant of $10,000 and a Paycheck Protection Plan (PPP) Loan (which has been forgiven by the Government) of $127,100.

Liquidity and Capital Resources

Since the Company’s inception, the Company issued shares to friends and family to fund its operations.  It has been successful in raising $3,011,518 in equity as on the 31^st of December 2020. As the company believes that it is working at the leading edge of technology which will help transition humanity into the next Industrial Revolution from an Information Age to the Knowledge Era, its strategy was to be conservative in capital infusion depending only on its private network but with an exit plan to raise public financing once it has won customer acceptance and has the infrastructure to scale.

Since the start of submitting audited financials from 2017, the auditor’s view and in management’s own opinion, the Company’s cash position has been insufficient to maintain its operations at the current level for the next 12 months. However, despite all challenges including the unforeseen pandemic, the company has been successful in sustaining its operations and retaining its key staff members.

We are now ready for growth and increased capital infusion. Nowigence had received a qualification as on October 24th, 2019 from the U.S. Securities Exchange Commission (SEC) to raise a maximum of $10,000,000 at a fixed price of $5 per share under Regulation A+ IPO. However, due to the onset of the pandemic, it decided to delay the raise through public financing but instead depend upon its private network to raise the capital required to sustain operations in 2020.

We are now submitting a POS filing with the SEC for Regulation A+ 251(d)(3) for continuous offering for a period of 730 days from the qualified date unless extended by our directors for an additional 365 days. The POS filing, if qualified, will allow us to offer and sell up to $50,000,000 in aggregate of the securities identified above from time to time in one or more offerings at a price between $3 and $5 for a maximum of 16,666,666 or 10,000,000 Class A shares respectively.

Upon the qualification of the Offering Statement of which this Offering Circular is a part, the Company plans to pursue its business plan. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's objective of its plan will be adversely affected, and the Company may not be able to pursue such plans if it is unable to finance such operations. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company.

We are highly dependent upon the success of this Offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available because we are an early growth and establishment stage company with small operations to date, we would likely have to pay additional costs associated with high-risk financing. At such time these funds are required, management would evaluate the terms of such financing. If the Company cannot raise additional proceeds via a private placement of its equity, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Item 2. Other Information

Our minimum viable product (MVP) was launched in 4Q, 2020 though it gained traction in the second quarter of 2021 after the COVID lockdown was over. We are working with multiple customer accounts across various sectors to provide solutions to different issues that they face. The proof-of-concepts have delivered value. We believe that our differentiation with other vendors using NLP and Machine Learning Techniques is discernible to many customers. We offer a product that is delivers a perceivable value even during short trial period. Customers then ask us to configure the product to meet their more specific requirements.

Despite the negative aspects of the slow down with COVID-19, we are continuing to move forward in sales, marketing and product development.

As of the date of this offering circular, the executive officers and directors of the company and their positions are as follows:

Officers and Directors

Anoop Bhatia,

Chairman, President & CEO

Nowigence Inc.

www.linkedin.com/in/anoopbhatia/

Dr, Gordon Haupt

Chief Technology Officer

Nowigence Inc.

https://www.linkedin.com/in/gordon-haupt/

Gordon (Gordy) Haupt has a strong technical background in machine learning, neural networks, signal processing, statistical data analysis, optimization, and digital filtering, including applications in computer vision, imaging, audio, and biotechnology. He is a named inventor in 15 issued patents and is experienced in all phases of engineering development and operations – requirements, research, design, development, testing, release management and support. He has over 17-years’ experience in two successful start-ups called Sensory and 3VR (acquired by Identiv).

He did his B.S. Engineering Mechanics from the University of Wisconsin-Madison, Masters, and PhD from Stanford University in Aeronautics and Astronautics.

Note: Dr. Gordon Haupt’s appointment to the Board of Directors is pending and is likely to be effective January 1, 2022.

David Evans

Board Member, Acting CFO & General Counsel

David L Evans has been with Spectrum Consulting Partners LLC at Albany in NY from 2008 onwards. As an attorney and licensed CPA in the state of New York, he has extensive experience in multistate and international tax policies and guidelines, federal taxation laws, mergers and acquisitions including valuation of closely held businesses. He is a contributing author to the New York State Tax Service, a six-volume publication of NYS tax laws and regulations. His prior experience includes being a Managing Director for UHY Advisors LLC, being a board member and chairperson of the Tax Division Executive Committee of New York State Society of Certified Public Accountants and is a past president of the Estate Planning Council of Eastern New York. He holds degrees from Hofstra University and State University of New York at Buffalo.

Ms. Christine Goodson,

Board Member

https://www.linkedin.com/in/christinegoodson

Christine has over 25 years of experience empowering organizations to transform themselves through the efficient and effective deployment of People, Process and Technology. Her expertise is in developing global strategy and implementation of Human Capital Systems, talent management, succession, pay planning and performance. She has a successful track record of conductive executive search (internal and external) in the Americas, EMEA, and APAC. Prior to Titan, she spent four years at Colfax Corporation and nine years at SPX leading global talent management. Christine has a BA in Philosophy from the University of North Carolina at Chapel Hill.

Ms. Tracy Metzger

Board Member

www.linkedin.com/in/tracy-metzger-3b0220/

Tracy Metzger started TL Metzger & Associates in 2000 as the Owner and President offering consulting and real estate brokerage services to companies looking to purchase, sell or lease real estate in the Albany New York Region, also known as Tech Valley. She has held this position for over 20 years. Since starting TL Metzger, Tracy and her company have received a number of business and professional awards, including the Capital District Business Review’s Top 40 Under 40 Business Leaders in the Capital Region, the Albany-Colonie Regional Chamber of Commerce Award (Women of Excellence), and the Albany-Colonie Regional Chamber of Commerce Award (Small Business of the Year), among others.  The company is consistently recognized as a Top 15 Commercial Real Estate firm by the Albany Business Review. She has a B.A. in Political Science from University at Albany, SUNY.

Tracy serves on several economic development and business boards including Chair of the City of Albany IDA and CRC.  She has extensive experience as a negotiator, facilitator and general management.

Ian Moore

Board Member

https://www.linkedin.com/in/ian-r-moore/

Dr. Ian Moore is the Vice President, Silicones NCA for Wacker Chemical Corporation. He is the profit and loss (P&L) leader for the Silicones business in North and Central America (NCA). Previously, he was the Senior VP and GM for Momentive Performance Materials (ex-GE company) responsible for the P&L of Silicones and Silanes Additive. Ian brings a wealth of extensive cross-functional, global and multi-cultural management experience. During the period 2006 to 2010, Ian was the President & CEO EMEA of GE Bayer Silicones GmbH (later called Momentive Performance Materials). He is a recognized innovative leader, mentor and developer of people with demonstrated skills in General Management, Mergers and Acquisitions, Technology, Engineering, Operations and Marketing.

Ian completed his Ph.D. in Chemical Engineering specializing in the field of deactivation of fluid cracking catalysts from the University of Manchester. He also holds a bachelor’s and master's Degree in Chemical Engineering from the University of Manchester.

We were incorporated in New York on August 1, 2011. The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2020 (i) all individuals who served as our principal executive officer (PEO), or acting in a similar capacity, during the fiscal year ended December 31, 2020, regardless of compensation level, (ii) the most highly compensated executive officers other than our CEO who were serving as executive officers at the end of the fiscal year ended December 31, 2020 and (ii) any additional individuals for whom disclosure would have been provided pursuant to paragraph (m)(2)(ii) of Item 402 of Regulation S-K but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal year ended December 31, 2020 (collectively, the “named executive officers”), (iii) Directors.

Summary Compensation Table

(1)During 2020, Anoop Bhatia took a pay cut of nearly 53% due to COVID. He will instead be compensated with 600,000 of Class A Common Stock in the second half of 2021. This stock issue is still pending.  

(2) The company intends to issue 50,000 shares for each director for 2020 fiscal year, yet to be issued as of the date of this filing.

Employment Agreements

The company has employment agreements in place.

Compensation of Directors

We do not compensate our directors in cash for attendance at meetings. In the future, we may compensation directors, particularly those who are not employees on either a per meeting or fixed compensation basis. In 2019, each member of the Board received Class A Common Stock of 20,000 prorated based on the months served during the year.

Executive Compensation Philosophy

We believe that Nowigence is at the beginning of its journey and that for us to be successful we must hire and retain people who can continue to develop our strategy, quickly innovate and develop new business opportunities by leveraging the unique technology we have in hand, and constantly enhancing our business model. To achieve these objectives, we need a highly talented team. We also expect our executive team to possess and demonstrate strong leadership and management capabilities.

Stock Option Plan

We do not have a stock option plan, but we reserve the right to implement one.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plans.

Employee Benefit Plans

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants, and directors with the financial interests of our shareholders. In addition, we believe that our ability to grant options and other equity-based awards helps us to attract, retain and motivate employees, consultants, and directors and encourages them to devote their best efforts to our business and financial success.

ITEM 4: SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following tables set forth the ownership, as of the date of this Offering Circular, of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, our executive officers, directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise shared.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other rights. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown.

Ownership Pre-Offering

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for our Common Stock. All the shares sold under this offering will be freely tradeable without restrictions or further registration under the Securities Act, except that any shares purchased by our "affiliates," as that term is defined in Rule 144 of the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below. All other outstanding shares not sold in this Offering will be deemed "restricted securities" as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 promulgated under the Securities Act, which rules are summarized below.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least one year, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the three months preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions,

by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

provided that, in each case, we have been subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Persons relying on Rule 144 to transact in our Common Stock must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Item 5. Interest of Management and Others in Certain Transactions

We have raised capital during the product development phase from friends and family to meet our needs. We preferred to operate “lean and mean” to ensure that we got the best value for every dollar that was invested. This ensured that we developed a product at one-tenth of the investment dollars than any of our competitors have invested. This gives us a competitive advantage. The CEO continued to work much below market rates

In 2020, the company has amended its Certificate of Incorporation and re-designated the total number of shares that the company is authorized to issue capital stock consists of 1,100,000,000 shares of Class A, B, C and preferred Stock, $0.00001 par value per share. With the amendment, our Articles of Incorporation states that the Company shall have the authority to issue four classes of shares of stock, an increase from two classes previously authorized.

The total number of shares the Company is authorized to issue is

-Seven Hundred Million (700,000,000) shares of Common Stock Class A with a par value of ($0.00001), Class A common stock has one vote per share. As of December 31, 2020, provisional statements, the number of issued class A shares is 26,740,230 and not yet issued shares of 673,259,770 

-Two Hundred Million (200,000,000) shares of Common Stock Class B, with a par value of ($0.00001). Class B common stock has 10 votes per share, par value. As of December 31, 2020, provisional statements, the number of issued class B shares is 37,927,270 and not yet issued shares of 162,072,730. 

-One Hundred and Fifty Million (150,000,000) shares of Common Stock Class C with a par value of ($0.00001). Class C has no voting rights until they are fully vested after which they will be converted to Class A. This Class of Shares is for employees. No class C shares have been issued yet.; and  

-Fifty Million (50,000,000) Preferred Stock with a par value of ($0.00001), Preferred Stock has no voting rights and no Preferred Stock shares have been issued. 

We were qualified as on October 24^th, 2019 under SEC Regulation A+ to raise capital to a maximum of $10M at a fixed per share of $5 per share. We had just started rolling out the public raise in January but stopped in mid-February as COVID worries hit the securities market. We have 7 shareholders who bought securities under Regulation A+.

Subsequent to the announcement of the National Emergence in March 2020 due to COVID, the strategy to raise capital through our private network continued in 2020. We were successful in raising

net proceeds of $728,439 during the year in exchange of equity through the sale of 2,719,500 Class A common stock.

The funding raised in 2020 includes a Paycheck Protection Plan (PPP) loan of $127,100. The support from investors and the Government through a PPP loan helped us retain our staff through the most difficult period caused by the pandemic.

Other Information

Our minimum viable product (MVP) was launched in late 2020 but found traction in the second quarter of 2021 after the pandemic lockdown was through. We are working with multiple customer accounts across various sectors to provide solutions to different issues that they face. The proof-of-concepts have delivered value. We believe that our differentiation with other vendors using NLP and Machine Learning Techniques is discernible to many customers. We offer a product that is delivers a perceivable value even during short trial period. Customers then ask us to configure the product to meet their more specific requirements.

Despite the negative aspects of the slow down with COVID-19, we are continuing to move forward in sales, marketing, and product development.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or another document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the consummation of this Offering, we will be required to file periodic reports, and other information with the SEC pursuant to Rule 257(b) of Regulation A. Each issuer that has filed an offering statement for a Tier 2 offering that has been qualified pursuant to Regulation A must file with the Commission the following periodic and current reports: (1) Annual reports. An annual report on Form 1-K for the fiscal year in which the offering statement became qualified and for any fiscal year thereafter. Annual reports must be filed within the period specified in Form 1-K. (2) Semiannual report. A semiannual report on Form 1-SA within the period specified in Form 1-SA. Semiannual reports must cover the first six months of each fiscal year of the issuer, commencing with the first six months of the fiscal year immediately following the most recent fiscal year for which full financial statements were included in the offering statement, or, if the offering statement included financial statements for the first six months of the fiscal year following the most recent full fiscal year, for the first six months of the following fiscal year. (3) Current reports. Current reports on Form 1-U with respect to the matters and within the period specified in that form, unless substantially the same information has been previously reported to the Commission by the issuer under cover of Form 1-K or Form 1-SA. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy statements, and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

Shares

This Offering relates to the sale of up to $50,000,000 of class A common shares (the “Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), at a price between $3 and $5 for a maximum of 16,666,666 or 10,000,000 Class A shares respectively. In no event shall the maximum number of shares to be issued pursuant to this Offering exceed 16,666,666 shares of common stock, in this offering (the “Offering”) through a Tier 2 Offering pursuant to Regulation A+ Rule 251(d)(3) (“Regulation A+”) under the Securities Act of 1933, as amended (the “Securities Act”). We may endeavor to sell all the offered Class A common shares after this Offering becomes qualified. The company is in the process of filing 15C2-11 application to quote the class A shares on the OTCQX, and the unaffiliated current shareholders are qulified to seek 144 exemption to permit trading their stocks in the secondary market under Rule 144 exemption. The company is planning to continuously offer its Class A shares in the secondary market upon qualification.

Capital Stock

Our authorized capital stock consists of 1,100,000,000 shares of Class A, B, C and preferred Stock, $0.00001 par value per share. As on December 31, 2020, per our provisional financial statements we had 64,667,500 shares of class A and B Common Stock outstanding.  There are 700,000,000 Class A shares authorized, and 200,000,000 shares Class B authorized, and 150,000,000 Class C authorized and 50,000,000 preferred stock authorized. The following is a summary of the rights of our capital stock as provided in our Articles of Incorporation and bylaws. For more detailed information, please see our Articles of Incorporation and bylaws which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

Voting Rights. The holders of the Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. The holders of the Class B Common Stock are entitled to ten votes for each share held of record on all matters submitted to a vote of the shareholders Under our bylaws, our CEO Mr. Anoop Bhatia owns 100% of Class B stock which amount to 37,927,270 shares, which controls 93.41% of the voting power before the offering, and about 92.84% of the voting power post offering our shareholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of Common Stock have no preemptive, conversion or subscription rights and there is no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences, and privileges of the holders of Common Stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.

NOWIGENCE INC.

and subsidiary

(a New York corporation)

Consolidated Financial Statements and Audit Report

For the calendar years ended December 31, 2020 and 2019

INDEPENDENT AUDITOR’S REPORT

August 24, 2021

To: Board of Directors, Nowigence Inc. 

Attn: Anoop Bhatia

Re: 2020-2019 Nowigence Inc. Audit 

We have audited the accompanying consolidated financial statements of Nowigence Inc. (a New York corporation) and subsidiaries (collectively, the “Company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of income, shareholders’ equity or deficit, and cash flows for the calendar years ending December 31, 2020 and 2019, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, shareholders’ equity or deficit and its cash flows for the calendar year(s) ending December 31, 2020 and 2019 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Notes to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in the Notes to the financial statements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Sincerely,

IndigoSpire CPA Group

IndigoSpire CPA Group, LLC

Aurora, CO

August 24, 2021

NOTE 1 - NATURE OF OPERATIONS

Nowigence Inc. and subsidiaries (the “Company”) is an early-stage software-as-a-service company.  The Company has developed an automated, artificial intelligence-based solution that extracts and analyzes textual and transcript-based qualitative data, at rates of up to 6,000 times faster than a human.  The Company was formed in August 2011 but had very limited activity until early 2017.

Since Inception, the Company has relied on loans from founders and raising capital to fund its operations.  As of December 2020, the Company had negative retained earnings and will likely incur losses prior to generating positive working capital. These matters raise substantial concern about the Company’s ability to continue as a going concern.  During the next 12 months, the Company intends to fund its operations with funding from a Regulation A securities campaign and Regulation D 506C (see Note 10 below), loans, capital contributions from the founder and funds from revenue producing activities, if and when such can be realized.  If the Company cannot secure additional short-term capital, it may cease operations.  These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.  

Acquisition of Subsidiary

On January 18, 2019, the Company acquired the issued shares of Nowigence India Private Limited, Co., an Indian private limited company (“Subsidiary”) in exchange for $10,218.  The Company has presented consolidated financial results with Subsidiary starting from January 18, 2019, the date the acquisition closed. 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included.

Principals of Consolidation

The Company has prepared these financials by consolidating the activity with its wholly-owned subsidiary and eliminating intercompany transactions.

Use of Estimates

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The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates.  It is reasonably possible that changes in estimates will occur in the near term.  All amounts are rounded to the nearest whole dollar upon presentation so certain sums or differences may reflect a rounding difference in some instances.

Risks and Uncertainties

The Company has a limited operating history. The Company's business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include: recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations.  As of December 31, 2020, the Company is operating as a going concern.  See Note 1 and Note 9 for additional information.  

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents.  Cash consists of funds held in the Company’s checking account. As of December 31, 2020  and 2019, the Company had $7,394 and $13,179 cash on hand.

Receivables and Credit Policy

Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered.  Trade receivables are stated at the amount billed to the customer.  Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, by policy, routinely assesses the financial strength of its customers. As of December 31, 2020, the Company had $11,185 of outstanding accounts receivable.

Property and Equipment and Depreciation

Property and equipment are recorded at cost.  Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs are expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to five years.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.  The factors considered by management in performing this assessment include

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current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.  

As of December 31, 2020, the Company had an immaterial amount of fixed assets.

Income Taxes

Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting.  The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  

For current period, the Company is taxed as an C corporation.  Because the Company has suffered losses during its start-up phase, the only provision for income taxes is the based on the small amount of earnings in the Company’s Indian subsidiary.

The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions.  As of December 31, 2020, the unrecognized tax benefits accrual was zero.  

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers, as of January 1, 2019 (the “transition date”) using the full retrospective method. There was no transition adjustment recorded upon the adoption of ASC 606.  Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following steps:

(i) identify the contract(s) with a customer,

(ii) identify the performance obligations in the contract,

(iii) determine the transaction price,

(iv) allocate the transaction price to the performance obligations in the contract and

(v) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Revenue from the use of the software platform is recognized as the services are performed.

Cost of Sales

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The Company expenses its sales and marketing team’s total employee expenses (only 2 out of its employee strength of 15 are in commercial). The CEO is leading sales for the time being) and other server-related costs in conjunction with the provision of services to its customers. However, most of its employees are in technology and linguistic research.

Advertising Expenses

The Company expenses advertising costs as they are incurred.  

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred.  

Software Development Costs and Amortization

The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to be Sold, Leased, or Otherwise Marketed (“ASC 986-20”).  ASC 985-20 requires that software development costs be charged to research and development expense until technological feasibility is established.  With the Company’s current technology, technological feasibility of the underlying software is not established until substantially all product development and testing is complete, which generally includes the development of a working model.  

In 2020, the Company capitalized 100% percent of the salaries of the research and development associated with the software development program of the Company. Previously, in 2019, it capitalized 60% of the expenses incurred on technology. The Company routinely evaluates both the technological feasibility and the estimate of payroll expense and data subscription expenses utilized in this calculation. In 2020, due to the pandemic, it was very difficult to commercialize a novel technology in the marketplace. Hence, the company decided to deploy all the technology resources in product development.

Prior to a product’s release, if and when the Company believes capitalized costs are not recoverable, the costs capitalized to date will be expensed as part of cost of sales.  Upon reaching technological feasibility, the company amortizes the capitalized costs over a period of 3-5 years.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America in the name of the Manager, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Recent Accounting Pronouncements

In February 2017, FASB issued ASU No. 2017-02, “Leases (Topic 842),” that requires organizations that lease assets, referred to as "lessees," to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2017-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. The

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Company is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.  The Company will adopt this standard after required to and when applicable to the Company.

In May 2018, FASB issued ASU 2018-09, “Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting”, clarifies such that an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award unless all of the following criteria are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the modification. The ASU indicates that if the modification does not affect any of the inputs to the valuation technique used to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the modification. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on our consolidated financial statements and will adopt this change when applicable to the Company.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our balance sheet.

NOTE 3 – SOFTWARE DEVELOPMENT COSTS

As discussed above, the Company has capitalized its software development costs (“SDCs”) during this start-up period.  The Company then amortizes the SDCs over their estimated useful life of five years. The Company amortizes technologically feasible internally-developed software over a 5 year period.  The Company has recorded amortization expense in the calendar year ending as on December 31, 2020 as $255,750. Amortization is recorded annually. During 2020, it added an asset adjustment of $34,630 which it amortized.

The Company monitors the carrying value of the SDCs for impairment.  As of December 31, 2020 the Company has not yet recorded any impairment of the SDCs.

NOTE 4 – LONG-TERM DEBT

The Company has procured borrowings to fund working capital needs from the founders/management team as well as from commercial sources.

As of December 31, 2020, and 2019, the Company had an ending balance of $247,322. This includes the government funded Paycheck Protection Plan (PPP) of $127,100 with a nominal interest rate, which may lead to forgiveness.  

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Additionally, in 2020 and 2019, the Company has borrowed or paid its Commercial Line of Credit or Cash Reserve Loan depending on its working capital reserves. As of December 31, 2020, the total borrowing from commercial sources including a line of credit was $83,923.  The interest rates on these loans are 8.5 percent.

The company also owes $27,585 to its founder as on December 31, 2020. The loan accrues interest expense at the rate of 18 percent per annum, but the interest has not yet been paid.

NOTE 5 – INCOME TAX PROVISION

The Company has filed all required tax returns and does not have a net taxable position requiring a provision other than the small amount of tax the Company has accrued for on behalf of Subsidiary at the statutory rate of India.  The Company believes that this reflects the actual tax provision of the Company in all material respects.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Company is not currently involved with and does not know of any pending or threatening litigation except as follows:

In 2020, the Company had signed a Statement of Work (“SOW”), prior to the National Emergency announced in March due to COVID for the development and enhancement of its product platform with a vendor with its corporate offices in New Jersey (NJ). This vendor is a global technology services provider enabling its customers to capitalize on technology in their business for over 26 years. Under the Statement of Work, the vendor was to provide  agreed upon services and deliverables as provided for in the SOW as of December 31 2020. On January 22 2021, the executives of the Company met with the team from the vendor including their Chief Executive Officer to discuss the vendor’s failure to deliver as required under the SOW. Immediately, after the conclusion of the meeting, a purposeful and forceful removal of projects folder and all the contents from the Company’s development server was commenced by the vendor’s personnel including the copying and downloading of Nowigence trade secrets. The Company has not recognized any liability owed to the vendor for the invoices received from the vendor. The Company intends to pursue all possible recourse to have vendor honor its contractual obligations and/or to reimburse for the damages caused as a result of vendor’s failure to perform.

NOTE 7 – SHAREHOLDERS’ EQUITY

Common Stock

The Company has two classes of common stock.  Each Class A share is entitled to one vote per share and each Class B share is entitled to 10 votes per share.  Only the Company’s founder, Anoop Bhatia, is entitled to Class B shares.  

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The Company has authorized 700,000,000 shares of Class A stock.  Of the Class A shares, the Company has issued 26,740,500 and 23,340,730 shares as of December 31, 2020 and 2019, respectively.  Additionally, the Company has authorized 200,000,000 shares of Class B stock and has issued 37,927,270 and 37,827,270 shares as of December 31, 2020 and 2019, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

As described above in Note 4, the Company has procured borrowings from the founder/management team.

Because these are related party transactions, no guarantee can be made that the terms of the arrangements are at arm’s length.

NOTE 9 – GOING CONCERN

These financial statements are prepared on a going concern basis.  The Company began operations but has incurred a loss for all periods from Inception through December 31, 2020.  The Company’s ability to continue is dependent upon management’s plan to raise additional funds (see Note 10), capital contributions from the founder, other fundraising and the ability to achieve profitable operations.  The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.  

NOTE 10 – SUBSEQUENT EVENTS

Anticipated Securities Offering

During 2021, the Company is planning to raise capital through the issuance of securities exempt from registration under Regulation A and under Regulation D 506C.  The Company is seeking qualification to raise a total of $50,000,000 by issuing up to 16,666,666 shares of Class A common stock under Regulation A, but this cannot be assured. The offering being planned is a continuous offering for a period of 730 days from the qualified date under SEC Regulation A+ 251(d)(3) for a maximum raise of $50,000,000 at a price range of $3 to $5 per share.

Management’s Evaluation

Management has evaluated subsequent events through August 24, 2021, the date the financial statements were available to be issued and no other material events require disclosure.

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EXHIBITS TO OFFERING STATEMENT

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Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized in Albany, New York, NY on September 14, 2021. 

This Offering statement has been signed by the following persons in the capacities and on the dates indicated. 

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