Amended Registration a Offering Under the Securities Act of 1933 (1-a/a) (2024)

Amended Registration a Offering Under the Securities Act of 1933 (1-a/a)

Form 1-A Issuer Information

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

FORM 1-A

OMB Number:3235-0286

Estimated average burden hours per response:608.0

Issuer CIK

0001083468

Issuer CCC

XXXXXXXX

DOS File Number
Offering File Number

024-11608

Is this a LIVE or TEST Filing?LIVETEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name
Phone
E-Mail Address

Issuer Infomation

Exact name of issuer as specified in the issuer'scharter

ENTERTAINMENT ARTS RESEARCH, INC.

Jurisdiction of Incorporation / Organization

NEVADA

Year of Incorporation

1999

CIK

0001083468

Primary Standard Industrial Classification Code

BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS

I.R.S. Employer Identification Number

88-0422950

Total number of full-time employees

1

Total number of part-time employees

4

Contact Infomation

Address of Principal Executive Offices

Address 1

19109 W CATAWBA AVE.

Address 2

SUITE 200

City

CORNELIUS

State/Country

NORTH CAROLINA

Mailing Zip/ Postal Code

28031

Phone

980-999-0270

Provide the following information for the person theSecuritiesand Exchange Commission's staff should call inconnection with anypre-qualification review of the offeringstatement.

Name

Bernard Rubin

Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to whichtheSecurities andExchange Commission's staff may send any commentletters relating tothe offering statement. After qualification ofthe offeringstatement, such e-mail addresses are not required toremain active.

Financial Statements

Industry Group (select one)BankingInsuranceOther

Use the financial statements for the most recent periodcontained inthis offering statement to provide the followinginformation aboutthe issuer. The following table does not includeall of the lineitems from the financial statements. Long Term Debtwould includenotes payable, bonds, mortgages, and similarobligations. Todetermine "Total Revenues" for all companiesselecting "Other" fortheir industry group, refer to Article5-03(b)(1) of RegulationS-X. For companies selecting "Insurance",refer to Article 7-04 ofRegulation S-X for calculation of "TotalRevenues" and paragraphs 5and 7 of Article 7-04 for "Costs andExpenses Applicable toRevenues".

Balance Sheet Information

Cash and Cash Equivalents

$16695.11

Investment Securities

$0.00

Total Investments

$

Accounts and Notes Receivable

$44873.97

Loans

$

Property, Plant and Equipment (PP&E):

$0.00

Property and Equipment

$

Total Assets

$12983751.34

Accounts Payable and Accrued Liabilities

$378755.98

Policy Liabilities and Accruals

$

Deposits

$

Long Term Debt

$1185000.00

Total Liabilities

$2421753.31

Total Stockholders' Equity

$0.00

Total Liabilities and Equity

$12983751.34

Statement of Comprehensive Income Information

Total Revenues

$254635.98

Total Interest Income

$

Costs and Expenses Applicable to Revenues

$263567.81

Total Interest Expenses

$

Depreciation and Amortization

$0.00

Net Income

$-112234.65

Earnings Per Share - Basic

$0.00

Earnings Per Share - Diluted

$0.00

Name of Auditor (if any)

none

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock

Common Equity Units Outstanding

88828220

Common Equity CUSIP (if any):

29382T400

Common Equity Units Name of Trading Center or Quotation Medium (if any)

OTC Pink

Preferred Equity

Preferred Equity Name of Class (if any)

Preferred Stock

Preferred Equity Units Outstanding

10802911

Preferred Equity CUSIP (if any)

none

Preferred Equity Name of Trading Center or Quotation Medium (if any)

none

Debt Securities

Debt Securities Name of Class (if any)

Series D Convertible

Debt Securities Units Outstanding

17000000

Debt Securities CUSIP (if any):

none

Debt Securities Name of Trading Center or Quotation Medium (if any)

none

Issuer Eligibility

Check this box to certify that all of the following statementsare true for the issuer(s)

  • Organized under the laws of the United States or Canada, or anyState, Province, Territory or possession thereof, or the Districtof Columbia.
  • Principal place of business is in the United States or Canada.
  • Not subject to section 13 or 15(d) of the Securities ExchangeAct of 1934.
  • Not a development stage company that either (a) has no specificbusiness plan or purpose, or (b) has indicated that its businessplan is to merge with an unidentified company or companies.
  • Not an investment company registered or required to beregistered under the Investment Company Act of 1940.
  • Not issuing fractional undivided interests in oil or gas rights,or a similar interest in other mineral rights.
  • Not issuing asset-backed securities as defined in Item 1101 (c)of Regulation AB.
  • Not, and has not been, subject to any order of the Commissionentered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.78l(j)) within five years before the filing of this offeringstatement.
  • Has filed with the Commission all the reports it was required tofile, if any, pursuant to Rule 257 during the two years immediatelybefore the filing of the offering statement (or for such shorterperiod that the issuer was required to file such reports).

Application Rule 262

Check this box to certify that, as of the time of this filing,each person described in Rule 262 of Regulation A is either notdisqualified under that rule or is disqualified but has received awaiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) isprovided in Part II of the offering statement.

Summary Infomation

Check the appropriate box to indicate whether you areconductinga Tier 1 or Tier 2 offeringTier1Tier2
Check the appropriate box to indicate whether thefinancial statementshave been auditedUnauditedAudited
Types of Securities Offered in this Offering Statement(selectall that apply)

Equity (common or preferred stock)

Does the issuer intend to offer the securities on adelayed or continuous basis pursuant to Rule 251(d)(3)?YesNo
Does the issuer intend this offering to last more thanone year?YesNo
Does the issuer intend to price this offering afterqualificationpursuant to Rule 253(b)?YesNo
Will the issuer be conducting a best efforts offering?YesNo
Has the issuer used solicitation of interestcommunications inconnection with the proposed offering?YesNo
Does the proposed offering involve the resale ofsecurities byaffiliates of the issuer?YesNo
Number of securities offered

100000000

Number of securities of that class outstanding

88828220

The information called for by this item below may be omitted ifundetermined at the time of filing or submission, except that if aprice range has been included in the offering statement, the midpointof that range must be used to respond. Please refer to Rule 251(a)for the definition of "aggregate offering price" or "aggregate sales"as used in this item. Please leave the field blank if undetermined atthis time and include a zero if a particular item is not applicableto the offering.

Price per security

$0.1500

The portion of the aggregate offering priceattributable to securities being offered on behalf of the issuer

$14825000.00

The portion of the aggregate offering priceattributable to securities being offered on behalf of sellingsecurityholders

$175000.00

The portion of the aggregate offering priceattributable to all the securities of the issuer sold pursuant to aqualified offering statement within the 12 months before thequalification of this offering statement

$0.00

The estimated portion of aggregate sales attributableto securities that may be sold pursuant to any other qualifiedoffering statement concurrently with securities being sold underthis offering statement

$0.00

Total (the sum of the aggregate offering price andaggregate sales in the four preceding paragraphs)

$15000000.00

Anticipated fees in connection with this offering and names ofservice providers

Underwriters - Name of Service ProviderUnderwriters - Fees

$

Sales Commissions - Name of Service ProviderSales Commissions - Fee

$

Finders' Fees - Name of Service ProviderFinders' Fees - Fees

$

Audit - Name of Service ProviderAudit - Fees

$

Legal - Name of Service Provider

various

Legal - Fees

$10000.00

Promoters - Name of Service ProviderPromoters - Fees

$

Blue Sky Compliance - Name of Service Provider

various

Blue Sky Compliance - Fees

$2500.00

CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer

$14987500.00

Clarification of responses (if necessary)

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in whichtheissuer intends to offer the securities

Selected States and Jurisdictions

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

NEVADA

NEW JERSEY

NEW YORK

TEXAS

WYOMING

Using the list below, select the jurisdictions in which thesecurities are to be offered by underwriters, dealers or salespersons or check the appropriate box

None
Same as the jurisdictions in which the issuer intendsto offer the securities
Selected States and Jurisdictions

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

NEVADA

NEW JERSEY

NEW YORK

TEXAS

WYOMING

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any ofits predecessors or affiliated issuers within one year before thefiling of this Form 1-A, state:

(a)Name of such issuer

Entertainment Arts Research, Inc.

(b)(1) Title of securities issued

Common Stock

(2) Total Amount of such securities issued

6444444

(3) Amount of such securities sold by or for theaccount of any person who at the time was a director, officer,promoter or principal securityholder of the issuer of suchsecurities, or was an underwriter of any securities of such issuer.
(c)(1) Aggregate consideration for which the securitieswere issued and basis for computing the amount thereof.
(2) Aggregate consideration for which the securitieslisted in (b)(3) of this item (if any) were issued and the basisfor computing the amount thereof (if different from the basisdescribed in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any ofits predecessors or affiliated issuers within one year before thefiling of this Form 1-A, state:

(a)Name of such issuer

Entertainment Arts Research, Inc.

(b)(1) Title of securities issued

Common Stock

(2) Total Amount of such securities issued

5555556

(3) Amount of such securities sold by or for theaccount of any person who at the time was a director, officer,promoter or principal securityholder of the issuer of suchsecurities, or was an underwriter of any securities of such issuer.
(c)(1) Aggregate consideration for which the securitieswere issued and basis for computing the amount thereof.
(2) Aggregate consideration for which the securitieslisted in (b)(3) of this item (if any) were issued and the basisfor computing the amount thereof (if different from the basisdescribed in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act orCommission rule or regulation relied upon for exemption from theregistration requirements of such Act and state briefly the factsrelied upon for such exemption

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Amended Registration a Offering Under the Securities Act of 1933 (1-a/a) (102)

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Amended Registration a Offering Under the Securities Act of 1933 (1-a/a) (2024)

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