CTM Business Plan

Form 4562 Alternative Minimum Tax

Tax Yea
G Keep for y

Name as Shown on Return

Clear Tune Monitors, Inc.

Activity: Form 1120S - Line 21

Asset Date Cost Land Bus Section
Use % 179
Description Code In (Net of

* Service Land)
CLIENT C
Desk and Shelf 09/27/16 1,685 100.00 1,68
100.00 53
TV 12/05/16 534 100.00
100.00 3,57
3D Printer 03/08/17 3,578 33
0
Desk/Chair 10/27/17 331 43,09

SUBTOTAL PRIOR YEAR 65,203

TOTALS 67,768 0 43,09

* Code: S = Sold, A = Auto, L = Listed, V = Vine with SDA in

x Depreciation Report 2019

ar 2019 Page 2 of 2

your records Identifying Number
COP
20-4304881

n Special Depr Method/ Prior Current Adj/
Depr Basis Life Convention Depr Depr Pref

Allowance 07.00 200DB/HY 0 0 0.
85 0 07.00 200DB/HY 0 0 0.
34 0 05.00 200DB/HY 0 0 0.
78 0 07.00 200DB/HY 0 0 0.
31 0 -7.
17,175 11,274 425
95 4,933

95 7,498 17,175 11,274 425 -7.

n Year Planted/Grafted, C = COGS

Form 1120S Two Year Comparison 2019

G Keep for your records

Name Employer Identification No.

Clear Tune Monitors, Inc. 20-4304881

Ordinary Income (Loss) 2019 2018 Difference
% of % of 2019 - 2018
1 a Gross receipts or sales Total Total
b Less returns Amount %
and allowances Amount Income Amount Income
c Net receipts 740,498. 570,646. 169,852. 29.76

2 Cost of goods sold 94,419. 49,763. 44,656. 89.74
(Form 1125-A) 646,079. 520,883. 125,196. 24.04

3 Gross profit 175,946. 129,048.
4 Net gain or loss 470,133. 391,835.
CLIENT COPY 46,898. 36.34
(Form 4797) 78,298. 19.98
5 Other income
6 Total income (loss) 470,133.100.00 391,835.100.00 78,298. 19.98
Deductions 0. 0.00
7 Compensation of 24,000. 5.10 24,000. 6.13
-3,431.-38.32
officers 5,523. 0.00 8,954. 0.00 1,031. 5.24
8 Salaries & wages (less 20,690. 1.17 19,659. 2.29 -150. -7.20
0.00 0.00 420. 7.06
employment credits) 1,934. 4.40 2,084. 5.02 2,351.371.99
9 Repairs & maintenance 6,373. 0.41 5,953. 0.53 2,351.371.99
10 Bad debts 1.36 1.52
11 Rents 11,125. 42.64
12 Taxes and licenses 2,983. 0.63 632. 0.16
13 Interest 53,074. 21.56
14 a Depreciation 2,983. 0.00 632. 0.00 64,420. 19.31
37,214. 0.63 26,089. 0.16 13,878. 23.83
(Form 4562) 0.00 0.00
b Less Depreciation on 7.92 6.66

Sch A and elsewhere 0.00 0.00
c Net depreciation
15 Depletion (not oil/gas) 0.00 0.00
16 Advertising 299,289. 63.66 246,215. 62.84
17 Pension, profit-sharing, 398,006. 84.66 333,586. 85.13

etc, plans 72,127. 15.34 58,249. 14.87
18 Employee benefit
0.00 0.00 0.
programs 0.00 0.00 0.
19 Other deductions 0.00 0.00 0.
20 Total deductions 0.00 0.00
21 Ordinary income (loss) 0. 0.00 0.00
0.00 0.00
from trade/business 0. 0.00 0. 0.00
Tax 0. 0.00 0.00
22 a Excess net passive

income tax or LIFO
recapture tax
b Tax from Schedule D
Additional taxes
c Total tax
Tax Payments and Credits
23 d Total payments
and credits
24 Estimated tax penalty
25 Tax due
26 Overpayment

Difference

Schedule K Items 2019 2018 2019 - 2018
Income (Loss) 72,127. 58,249.
1 Ordinary business income (loss) Amount %
2 Net rental real estate income (loss)
3 Other net rental income (loss) 13,878. 23.83
4 Interest income
5 a Dividends - ordinary

b Dividends - qualified
6 Royalty income
7 Net short-term capital gain (loss)
8 Net long-term capital gain (loss)
9 Net section 1231 gain (loss)
10 Other income (loss)

Clear Tune Monitors, Inc. 20-4304881 Page 2

Schedule K Items (continued) Difference
Deductions
11 Section 179 expense deduction 2019 2018 2019 - 2018
12 a Charitable contributions 603.
Amount %
b Interest expense on investment debts
c Section 59(e)(2) expenditures 100. 503.503.00
d Other deductions
CLIENT COPYCredits -7. -14. 7. 50.00
13 a Low-income housing credit
2,491. 1,853. 638. 34.43
(section 42(j)(5)) 77,430. 54,658. 22,772. 41.66
b Low-income housing credit (other)
c Qualified rehabilitation expenditures

(rental real estate)
d Other rental real estate credits
e Other rental credits
f Credit for alcohol used as fuel
g Other credits
Foreign Taxes
14 b Gross income from all sources
c Gross inc. sourced at shareholder level

Foreign gross income sourced at
corporate level:
d Reserved for future use
e Foreign branch category
f Passive
g General category
h Other
Deductions allocated and apportioned at
shareholder level:
i Interest expense
j Other
Deductions allocated and apportioned at
corp level to foreign source income:
k Reserved for future use
l Foreign branch category
m Passive
n General category
o Other
p Foreign taxes paid or accrued
q Reduction in taxes available for credit
Alternative Minimum Tax (AMT) Items
15 a Post-1986 depreciation adjustment
b Adjusted gain or loss
c Depletion (other than oil and gas)
d Oil, gas, and geothermal properties -
gross income
e Oil, gas, and geothermal properties -
deductions
f Other AMT items
Items Affecting Shareholder Basis
16 a Tax-exempt interest income
b Other tax-exempt income
c Nondeductible expenses
d Property distributions
e Repayment of loans from shareholders
Other Information
17 a Investment income
b Investment expenses

c Dividend distributions paid from E & P 0. 0. 0.
Income (loss) 71,524. 58,149. 13,375. 23.00

SPSW4912.SCR 10/10/19

CLIENT COPY

S Corporation Elections Summary 2019

G Keep for your records

Name as Shown on Return Employer Identification Number

Clear Tune Monitors, Inc. 20-4304881

gQuickZoom here to access elections

Description of Election

CLIENT COPY Electing S Status 1
1 IRC 1362(a)(2): Shareholders’ Statement of Consent to S Election
2 IRC 1362(a): Request for Extension of Time to Obtain 2

Shareholder’s Consent to an S Election 3
Initial S Corporation Return 4
3 IRC 248(a): Deemed Election to Amortize/Deduct Organizational Expenditures
4 IRC 195(b): Deemed Election to Amortize/Deduct Start-up Expenditures 5
Disposition of Assets 6
5 IRC 1274A(c): Election to Use Cash Method for OID Interest Reporting 7
6 IRC 1033(a)(2)(A): Election to Defer Gain From Involuntary Conversion
7 IRC 165(i): Election to Deduct Disaster Losses in the Previous Tax Year 8
Receipt of Property
8 IRC 83(b): Election to Tax Value of Restricted Property Upon Receipt 9
Deductions 10
9 IRC 266: Election to Capitalize Carrying Charges 11 xx
10 IRC 461(c): Election to Accrue Property Taxes 12
11 Regulation 1.263(a)-1(f): De Minimis Safe Harbor Election 13
12 Regulation 1.263(a)-3(h): Safe Harbor Election for Small Taxpayers
13 Regulation 1.263(a)-3(n): Election to Capitalize Repair and Maintenace costs 14
Depreciation and Cost Recovery 15
14 IRC 168(b)(5): Election to Use AMT Depreciation Method for Regular Tax 16
15 IRC 168(k): Special Depreciation Allowance Election
16 IRC 179(e): Election to treat Qualified Real Property as Section 179 Property 17
Shareholders Basis
17 IRC 1367: Election to Reduce Basis by Items of Loss or Deduction 18
Before Reducing Basis by Nondeductible Expenses
and Certain Oil and Gas Depletion 19

QuickZoom to Basis Computation Information 20
Distributions To Shareholders
18 IRC 1368(e)(3): Election to Bypass AAA 21
19 IRC 1371(e)(2): Election to Treat Distributions as Dividends During 22
the Post Termination Transition Period
Passive Activities 23
20 IRC 469: Election to Aggregate Passive Activities 24
Disposition of Stock
21 IRC 1377(a)(2): Election to Apply Specific Accounting Rules in Connection with 25
the Termination of a Shareholder’s Entire Interest
22 IRC 302(c)(2)(A): Agreement to Notify the IRS of Stock Acquisitions
Termination of S Status
23 IRC 1362(d)(1): Statement of Revocation of S Election
24 IRC 1362(d)(2): Notification of Termination of S Status
Section 199A Rental Real Estate Safe Harbor Statement
25 Claim safe harbor on rental real estate per IRS Rev. Proc. 2019-38
Other Elections
26 Other Elections Included with Return:

SPSW8201.SCR 12/31/19

IRS e-file Authentication Statement 2019

G Keep for your records

Name(s) Shown on Return Employer ID No.

Clear Tune Monitors, Inc. 20-4304881

A ' Practitioner PIN Authorization

QuickZoom to the Federal Information Worksheet to enter PIN information O

CLIENT COPYPlease indicate how the taxpayer(s) PIN(s) are entered into the program. X
Officer entered PIN
ERO entered Officer’s PIN

B ' Signature of Electronic Return Originator

ERO Declaration:
I declare that the information contained in this electronic tax return is the information furnished to me by the
corporation. If the corporation furnished me a completed tax return, I declare that the information contained
in this electronic tax return is identical to that contained in the return provided by the corporation. If the
furnished return was signed by a paid preparer, I declare I have entered the paid preparer’s identifying
information in the appropriate portion of this electronic return. If I am the paid preparer, under the penalties
of perjury, I declare that I have examined this electronic return, and to the best of my knowledge and belief,
it is true, correct, and complete. This declaration is based on all information of which I have any knowledge.

I am signing this Tax Return by entering my PIN below.

ERO’s PIN (EFIN followed by any 5 numbers) EFIN501027 Self-Select PIN 13008

C ' Signature of Officer

Perjury Statement:
Under penalties of perjury, I declare that I am an officer of the above corporation and that I have examined
a copy of the corporation’s 2019 electronic income tax return and accompanying schedules and statements
and to the best of my knowledge and belief, it is true, correct, and complete.

Consent to Disclosure:
I consent to allow my electronic return originator (ERO), transmitter, or intermediate service provider to send
the corporation’s return to the IRS and to receive from the IRS (a) an acknowledgment of receipt or reason
for rejection of the transmission, (b) an indication of any refund offset, (c) the reason for any delay in
processing the return or refund, and (d) the date of any refund.

Electronic Funds Withdrawal Consent (if applicable):
I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal
(direct debit) entry to the financial institution account indicated in the tax preparation software for payment
of the corporation’s federal taxes owed on this return, and the financial institution to debit the entry to this
account. To revoke a payment, I must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later
than 2 business days prior to the payment (settlement) date. I also authorize the financial institution
involved in the processing of the electronic payment of taxes to receive confidential information necessary to
answer inquiries and resolve issues related to the payment.

I am signing this Tax Return and Electronic Funds Withdrawal Consent, if applicable, by entering my
self-selected PIN below.

Officer’s PIN 18840
Date 03/15/2020

199A Worksheet by Activity 2019

G Keep for your records Corporation’s EIN

Corporation’s name 20-4304881

Clear Tune Monitors, Inc.

Aggregation Code: Trade or Business: 1120S, Line 21
EIN: 20-4304881

CLIENT COPY Check if activity is NOT a qualified trade/business Yes X No
Specified Service Trade or Business?

QBI or qualified PTP items subject to shareholder-specific determinations:

1 a Ordinary business income (loss) 1 a 72,127.
b Adjustments b
c Adjusted ordinary business income (loss) 1 c 72,127.

2 a Rental income (loss) 2a
b Adjustments b
c Adjusted rental income (loss) 2c

3 a Royalty income (loss) 3a
b Adjustments b
c Adjusted royalty income (loss) 3c

4 a Section 1231 gain (loss) 4a
b Adjustments b
c Adjusted section 1231 gain (loss) 4c
5
5 Other income (loss)
6 a Section 179 deduction 6a
b
b Adjustments 6c
c Adjusted section 179 deduction 7
7 Charitable contributions 8
8 Other deductions
9 a W-2 wages 9 a 24,000.
b Adjustments b
c Adjusted W-2 Wages 9 c 24,000.
10 a UBIA of qualified property
b Adjustments 10 a 62,445.
c Adjusted UBIA of qualified property b
10 c 62,445.

spsw9906.SCR 04/20/20

Unadjusted Basis Immediately After Acquisition Report

G Keep for your records

Name as Shown on Return Employer Identification No.

Clear Tune Monitors, Inc. 20-4304881

Summary of assets used in calculation of UBIA for Sec 199A

Activity/Asset Date Acq Cost Land Bus % UBIA

CLIENT COPY1120S MAIN ACTIVITY

Spray Machine 03/01/2006 2,988. 100.00
1,985. 100.00
Computer System 04/12/2006 100.00
350. 100.00
Printer/Fax 02/27/2006 6,499. 100.00
100.00
Leasehold Improvements 08/01/2011 420. 100.00 6,499.
5,998. 100.00 420.
Furniture 01/01/2012 2,794. 100.00
1,383. 100.00 5,998.
Laser Machine 04/18/2012 100.00 2,794.
318. 100.00 1,383.
Air Compresson/UV Lights 04/18/2012 320. 100.00
1,250. 100.00 318.
Computer System 05/08/2013 1,363. 100.00 320.
498. 100.00 1,250.
iPad 10/11/2013 201. 100.00 1,363.
479. 100.00 498.
Mini iPad 12/22/2013 700. 100.00 201.
20,317. 100.00 479.
Cleaning Machine 03/03/2014 477. 100.00 700.
215. 100.00 20,317.
Apple Computer 03/18/2014 202. 100.00 477.
245. 100.00 215.
Office Furniture 05/07/2014 326. 100.00 202.
262. 100.00 245.
Punch Time Machine 05/22/2014 499. 100.00 326.
298. 100.00 262.
Office Sofa 05/26/2014 368. 100.00 499.
324. 100.00 298.
Trailer 05/27/2014 1,074. 100.00 368.
485. 100.00 324.
Full Color Printer 09/25/2014 580. 100.00 1,074.
5,400. 100.00 485.
Dust Collector Handler 10/29/2014 247. 100.00 580.
210. 100.00 5,400.
Lab Dust Collector Vacuum 11/02/2014 1,685. 100.00 247.
534. 100.00 210.
Table 11/09/2014 3,578. 1,685.
331. 534.
Office Equipment 11/10/2014 2,565. 3,578.
331.
Monitor 12/01/2014 2,565.

Stand 12/08/2014 62,445.

Office Equipment 01/29/2015

Computer 07/20/2015

Office TV 12/11/2015

Equipment 12/11/2015

Leasehold Improvements 05/20/2015

Shelves 08/12/2016

Apple Computer 04/28/2016

Vacuum Cleaner for Lab 06/06/2016

Office Furniture 08/26/2016

Lab Lights 08/30/2016

Desk and Shelf 09/27/2016

TV 12/05/2016

3D Printer 03/08/2017

Desk/Chair 10/27/2017

LED Screen 12/11/2019

SUBTOTAL:

Total UBIA From All Activities 62,445.

fdww0602.SCR 04/20/20

Electronic Filing Information Worksheet 2019

G Keep for your records

Name(s) shown on return Identifying number

Clear Tune Monitors, Inc. 20-4304881

Part I ' State Electronic Filing:

Check this box to force state only filing for all states selected to be filed electronically
Part II ' Electronic Return Originator Information

The ERO Information below will automatically calculate based on the preparer code entered on the return.

CLIENT COPYFor returns that are prepared as a "Non-Paid Preparer" (XNP) or "Self-Prepared" (XSP) 501027
enter the EFIN for the ERO that is responsible for this return

For returns that are marked as a "Non-Paid Preparer" (XNP) or "Self-Prepared" (XSP)

enter a PIN for the ERO that is responsible for filing return

ERO Name ERO Electronic Filers Identification Number (EFIN)

Tax Consulting, LLC 501027

ERO Address ERO Employer Identification Number

3006 Whimsical Lane 20-1833707

City State ZIP Code ERO Social Security Number or PTIN

Kissimmee FL 34744

Country

Part III ' Paid Preparer Information

Firm Name Preparer Social Security Number or PTIN

Tax Consulting, LLC P00181450

Preparer Name Employer Identification Number

Joe E. Perez, CPA 20-1833707

Address Phone Number Fax Number

3006 Whimsical Lane (407)873-3158 (407)530-1935

City State ZIP Code

Kissimmee FL 34744

Country Preparer E-mail Address

Part IV ' Selection of Additional Amended Returns

Enter the payment date to withdraw tax payment
Amount you are paying with the amended return

Check this box to file another federal amended return electronically
File another Amended Form 114 Report of Foreign Bank and Financial Accounts (FBAR) electronically
Check this box to file another state and/or city amended return electronically
* Select the state and/or city amended return(s) to file electronically.

State/City *

California State S Corporation
Georgia State S Corporation
Iowa State S Corporation
Kansas State S Corporation
Kentucky State S Corporation
Maryland State S Corporation
Michigan Business Tax
New Jersey State S Corporation
New Jersey State Fiscal S Corporation
New Jersey State Corporation
New Jersey State Fiscal Corporation
New Mexico State S Corporation
New York State S Corporation
See Amended Returns

Part V ' Name Control CLEA
Name Control, enter here to override default

Clear Tune Monitors, Inc. 20-4304881 1

Smart Worksheets from your 2019 US Form 1120S: Income Tax Return for S Corp

SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return 24,000.
24,000.
Shareholder-Employee Compensation Smart Worksheet

A Shareholder compensation listed on Form 1125-E
B Shareholder compensation not listed on Form 1125-E - SEE TAX HELP
C Total shareholder-employee compensation
CLIENT COPY
SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return
Taxes and Licenses Smart Worksheet

A State franchise or income taxes

B Local property taxes

C 1 Payroll taxes 1,934.

2 Less: Credit from Form 8846

D Other miscellaneous taxes

E Licenses

F Built-In Gains tax allocated to ordinary income ' SEE TAX HELP

Click here O Enter amount from tax allocation wks here

SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return O
O
Depreciation Smart Worksheet O

A To enter assets, QuickZoom to Asset Entry Worksheet 2,983.
B To view a calculated report of all depreciation information,

QuickZoom to Depreciation Reports
C QuickZoom to Form 4562

Total Depreciation
Depreciation claimed on Form 1125-A and elsewhere on return

SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return 2,491.
Nondeductible Expenses Smart Worksheet

A Nondeductible meals and entertainment

(Caution: If you use the Schedule M-1 Items Worksheet, enter
any other nondeductible expenses there, Not below.)

B Other nondeductible expenses:

Clear Tune Monitors, Inc. 20-4304881 2

SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return 77,430.

Shareholder Distributions and Dividends Smart Worksheet

A Enter total cash and property (fair market value) distributed
to shareholders

CLIENT COPYSMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return

Schedule M-1 Smart Worksheet

To use optional M-1 items worksheet, QuickZoom here O

Program will complete Schedule M-1, lines 2 through 8, from entries on M-1 items worksheet.

Computed Net Income (Loss) per books

A Income (loss) per return from Schedule K, line 18 71,524.

B Income item tax/book differences from M-1 items worksheet -2,491.
-2,491.
C Expense item tax/book differences from M-1 items worksheet 69,033.

D Net tax/book differences (combine lines B and C) X No

E Computed net income (loss) per books (combine lines A and D)

F Use amount on line E for Schedule M-1, line 1? Yes

SMART WORKSHEET FOR: Form 1120S: S-Corporation Tax Return 0.
0.
Schedule M-2 Smart Worksheet
O
Prior C corporations only:
Enter beginning of tax year account balances: 0.
A Retained earnings while a C corporation
B Earnings and profits account (E&P) O
C Check to make election to distribute E&P before AAA
QuickZoom to election statement
All corporations:
Enter beginning of tax year balance:
D Accumulated tax/book timing differences account (if any)
QuickZoom to Schedule M-2/Retained Earnings Worksheet

SMART WORKSHEET FOR: Schedule K-1:Shareholder's Share of Income, Deductions, Credits, etc. (Cesar Milano)
Recipient Letter Address Smart Worksheet

1933 Island Walk Drive
Orlando, FL 32824

Clear Tune Monitors, Inc. 20-4304881 3

SMART WORKSHEET FOR: Schedule K-1:Shareholder's Share of Income, Deductions, Credits, etc. (Sandra Cardona)
Recipient Letter Address Smart Worksheet

1933 Island Walk Drive
Orlando, FL 32824

CLIENT COPYSMART WORKSHEET FOR: Form 7004: Application for Automatic Extension of Time To File Certain Business Income tax, Information, and Other Returns
Filing Address Smart Worksheet

Minimum information needed to determine filing address:

Enter two letter state abbreviation for location of principal business, office, or agency FL

If this return is for a Corporation, an S Corporation, or a Partnership then, are total assets at

the end of the tax year $10 million or more? (If Fiduciary, answer ’No’) Yes X No

Send Form 7004 to: Filed electronically - do not mail

SMART WORKSHEET FOR: Reg. 1.263(a)-1(f) De Minimis Safe Harb. X
Check here to make the De Minimis Safe Harbor Election 1.263(a)-1(f)

QuickZoom to the Individual Elections Summary

SMART WORKSHEET FOR: S Corporation Information Worksheet

2017 Tax Cuts & Jobs Act
Apply 15-year recovery period to qualified improvement property

(asset types J2, J3, J4 and J5)
placed in service after December 31, 2017?

Yes No X

IMPORTANT NOTE: The Coronavirus Aid, Relief, and Economic Security (CARES) Act signed into
law on March 27, 2020 has retroactively made qualified improvement property 15-year property.

Refer to Tax Help

Clear Tune Monitors, Inc. 20-4304881 4

SMART WORKSHEET FOR: S Corporation Information Worksheet

2020 Coronavirus Aid, Relief, and Economic Security (CARES) Act

Activate the following provisions of the 2020 CARES Act:
Increase of the limitation on the deductibility of interest expense under Sec. 163(j)(1) from

30% to 50% for tax years beginning in 2019 and 2020, and
Eligibility of Qualified Improvement Property for 15-year recovery period and 100% bonus depr?

Yes No X
Refer to Tax Help
CLIENT COPY
SMART WORKSHEET FOR: Schedule M-1 Items Worksheet X

Schedule M-1 Display Options Smart Worksheet
Display book and tax return amounts on Schedule M-1
Display only difference amounts on Schedule M-1

SMART WORKSHEET FOR: Schedule M-1 Items Worksheet

Book Depreciation and Amortization Options Smart Worksheet

Are depreciation and amortization for book purposes the same

as depreciation and amortization for tax purposes? Yes X No

If No, enter book amounts below g

SMART WORKSHEET FOR: Schedule M-1 Items Worksheet

Computed Net Income (Loss) Per Books Smart Worksheet

A Income(loss) per return (Schedule K, line 18) 71,524.

B Income item tax/book differences -2,491.
69,033.
C Expense item tax/book differences -2,491.

D Net tax/book differences (combine lines B and C)

E Computed net income (loss) per books (combine lines A and D)

SMART WORKSHEET FOR: Schedule M-2 / Retained Earnings Wks
Schedule M-2/Retained Earnings Memo Smart Worksheet

E&P memo information: 0.
A Dividends paid out of E&P 0.
B Ending balance in Earnings and Profits account
9,162.
Retained Earnings memo information: 69,033.
C Beginning balance in Retained Earnings from Schedule L, Line 24, column b 77,430.
D Plus Net Income (Loss)
E Less Dividends and Distributions 765.
F Ending balance in Retained Earnings to Schedule L, Line 24, column d
G Distributions in excess of Retained Earnings 0.

Clear Tune Monitors, Inc. 20-4304881 1

Additional information from your 2019 US Form 1120S: Income Tax Return for S Corp

Form 1120S: S-Corporation Tax Return Continuation Statement
Other Deductions
Amount
Description
Automobile and truck expense CLIENT COPY 15,912.
Bank charges 925.
Cleaning 316.
Commissions
Dues and subscriptions 12,173.
Insurance 150.
Legal and professional
Meals (50%) 1,558.
Miscellaneous 1,970.
Office expense 2,492.
Outside services
Postage 819.
Printing 22,915.
Security 132,592.
Supplies 13,798.
Telephone
Travel 3,654.
Uniforms 839.
Utilities
Continuing education 2,977.
Credit card fees 4,924.
Website and marketing 31,957.

Form 1120S: S-Corporation Tax Return 429.
Sch L, 13a(c) 3,389.

Description 40.
Organizational costs 7,729.
37,731.
Form 1120S: S-Corporation Tax Return
M-2 Line 5, Other Reductions Total 299,289.

Description Total Itemization Statement
Charitable contributions
Meals and entertainment Amount
500.
500.

Continuation Statement

AAA Amount OAA Amount

603.
2,491.

Total 3,094.

Clear Tune Monitors, Inc. 20-4304881 2

Form 1125-A: Cost of Goods Sold Continuation Statement
Other Costs Statement

Other Cost Other Amount
10,054
Freight and shipping costs 9,487
Merchant account fees

Total 19,541

CLIENT COPY

Clear Tune Monitors, Inc. 20-4304881 3

Shareholders' Basis Report Continuation Statement
Stock and Loan Basis

Shareholder Cesar Milano ID No. 770-50-4557
Basis
CLIENT COPYType Beginning Increases Decreases Distributions Ending
Balance Balance
Stock
Loan 4,833. 36,063. 1,546. 38,715. 635.
Total
Shareholder 0. 0.

Basis 4,833. 36,063. 1,546. 38,715. 635.
Type
Stock Sandra Cardona ID No. 088-82-3126
Loan
Total Beginning Increases Decreases Distributions Ending
Balance Balance

4,830. 36,064. 1,548. 38,715. 631.

0. 0.

4,830. 36,064. 1,548. 38,715. 631.

Electronic Filing Information Worksheet Continuation Statement

Amended Returns

New York State Corporation
New York City Corporation
North Carolina State S Corporation
Oklahoma State S Corporation
Oregon State S Corporation
Pennsylvania State S Corporation
Tennessee State Corporation
Utah State S Corporation
Vermont State S Corporation
Virginia State S Corporation
West Virginia State S Corporation
Wisconsin Non-Combined Corporation
Wisconsin State S Corporation



CLEAR TUNE MONITORS, Inc.
BYLAWS

CONFIDENTIAL

Table of Contents

Article 1 – Definitions
1.1 Definitions
a) Adjusted Capital Account Deficit
b) Bylaws
c) Capital Account
d) Capital Contribution
e) Articles of Incorporation
f) Shareholder
g) Shares
h) Code
i) Company
j) Distribution
k) Fiscal Year
l) Majority
m) Shareholder
n) Shareholder Rights
o) Net Losses
p) Net Profits
q) Person
r) Transfer
s) Treasury Regulations
t) Privileged Information

Article 2 – Organization
2.1 Formation
2.2 Name
2.3 Principal Place of Business
2.4 Term
2.5 Purposes

Article 3 – Shareholders
3.1 Names and Addresses
3.2 Books and Records
3.3 Information
3.4 Limitation of Liability
3.5 Sale of All Assets
3.6 Priority and Return of Capital

3.7 Liability of a Shareholder to the Company
3.8 Financial Adjustments
3.9 Duties of Parties
3.10 Transactions with Affiliates
3.11 Shareholders Acts and Decision-making

Article 4 – Management
4.1 Management
4.2 Appointment and Qualification of Directors
4.3 Removal and Replacement of a Director
4.4 Officers and Agents
4.5 Quorum
4.6 Voting
4.7 Power of Authority of the Directors
4.8 Limitation on Powers of the Directors
4.9 Duties of Directors
4.10 Release of Directors for Official Acts
4.11 Indemnification of Directors

a) General
b) Extent of Indemnification
c) Advance of Indemnification
d) Non-Exclusive
4.12 Director Compensation
4.13 Protection of the Company and its Directors against Hearsay
4.14 Confidentiality of Directors Meetings
4.15 Penalties for Breach of Confidentiality
a) First Transgression
b) Second Transgression

Article 5 – Meetings of Shareholders
5.1 Annual Meeting
5.2 Special Meetings
5.3 Place of Meetings
5.4 Notice of Meetings
5.5 Record Date
5.6 Quorum
5.7 Manner of Acting
5.8 Action by Shareholders without a Meeting
5.9 Waiver of Notice

5.10 Voting Documents

Article 6 – Capital Contributions
6.1 Capital Contributions
6.2 Additional Contributions
6.3 Capital Accounts
6.4 Transfers
6.5 Deficit Capital Account
6.6 Withdrawal or Reduction of Capital Contributions

Article 7 – Allocations and Distributions
7.1 Allocations of Profits and Losses
7.2 Distributions
7.3 Qualified Income Offset
7.4 Offset
7.5 Limitation Upon Distributions
7.6 Interest on and Return of Capital Contributions
7.7 Accounting Period

Article 8 – Taxes
8.1 Tax Returns
8.2 Tax Elections
8.3 Tax Matters Partner

Article 9 – Transferability
9.1 Transfers

Article 10 – Dissolution
10.1 Dissolution
10.2 Winding up
10.3 Articles of Dissolution
10.4 Deficit Capital Account
10.5 Non-recourse to Other Shareholders
10.6 Termination
10.7 Liquidation Protocol

Article 11 – General Provisions
11.1 Notices
11.2 Amendment

11.3 Construction
11.4 Headings
11.5 Waiver
11.6 Severability
11.7 Binding
11.8 Counterparts
11.9 Governing Law
11.10 Arbitration

Schedule A

Schedule B

Clear Tune Monitors, Inc

BYLAWS

ARTICLE 1 - DEFINITIONS

1.1 ​Definitions.​ E​ ach of the following capitalized terms shall have the meaning specified
in this Article 1. Other terms are defined in the text of this Document and those terms shall have
the meanings respectively ascribed to them throughout this Document.

(a) “A​ djusted Capital Account Deficit​” means, with respect to any Shareholder, the
deficit balance, if any, in the Shareholder’s Capital Account as of the end of the relevant taxable
year, after giving effect to the following adjustments:

(i) the deficit shall be decreased by the amounts which the
Shareholder is obligated to restore pursuant to any provision of this
Document or is deemed obligated to restore pursuant to Treasury
Regulations; and

(ii) the deficit shall be increased by the items described in Treasury
Regulations.

(b) “​Bylaws”​ means this Document, and the Exhibits and Schedules annexed hereto.

(c) “​Capital Account”​ means the account to be maintained by the Company for each
Shareholder.

(d) “​Capital Contribution”​ means the total amount of cash and the fair market value of
any other asset contributed (or deemed contributed under Regulation Section
1.704‑1(b)(2)(iv)(d)) to the Company by a Shareholder, net of liabilities assumed or to which the
assets are subject, as determined by the Shareholders.

(e) “​Articles of Incorporation​” means the Articles of Incorporation of the Company, as
filed or to be filed by the Division of Corporations of the Florida Department of State, as the
same may be amended from time to time.

(f) ​Shareholder means, at any time, each Person who owns Shares in the company and
any permitted successor or successors to any of them

(g) “​Shares​” shall mean the Stock titles in the Company held by the Shareholders.

(h) “C​ ode”​ means the Internal Revenue Code of 1986, as amended from time to time, or
any corresponding provision or provisions of any succeeding law.

(i) “C​ ompany​” means the Incorporated Company formed in accordance with this
Document.

(j) “D​ istribution​” means any cash, property or items of quantifiable and measurable
monetary value paid to a Shareholder by the Company from the operations of the Company.

(k) “​Fiscal Year​” means the fiscal year of the Company, which shall be the year ending
December 31.

(l) “​Majority”​ means Shareholders owning more than fifty (50%) percent of the Shares
in the company.

(m) “​Shareholder”​ means each person signing this Document and any Person who
subsequently is admitted as a Shareholder of the Company and any reference herein to the
Shareholders of the Company shall be to the then Shareholders of the Company.

(n) “S​ hareholders Rights”​ means all of the rights of a Shareholder in the Company,
including such Shareholder’s: (a) right to share in the Net Profits and Net Losses of the
Company; (b) right to inspect the Company’s books and records; (c) right to participate in the
management of and vote on matters coming before the Shareholders, as provided in this
Document.

(o) “N​ et Losses​” means the losses of the Company, if any, determined in accordance with
generally accepted accounting principles employed under the cash method of accounting.

(p) “​Net Profits​” means the profits of the Company, if any, determined in accordance with
generally accepted accounting principles employed under the cash method of accounting.

(q) “​Person”​ means any individual, corporation, governmental authority, limited liability
company, partnership, trust, unincorporated association or other entity.

(r) “T​ ransfer”​ means any transfer, assignment, pledge, encumbrance or other
hypothecation of Shares or Stock by a Shareholder.

(s) “​Treasury Regulations”​ means the treasury regulations, including any temporary
regulations, applicable to companies incorporated in the State of Florida.

(t) ​“Privileged Information”: Proprietary and Private Information, data, know-how,
facts and in general any type of material belonging to the company, not of the public knowledge,
that is, has been or will be accessible to Shareholders, Directors, Officers, collaborators, affiliates
and any other person as consequence of their position and/or participation in the company
(including any points of discussion, information or decisions made in a Board of Directors
meeting), which refrains any of the aforementioned persons to divulge, disclose or to make any
unauthorized use of the said information.

ARTICLE 2 - ORGANIZATION

2.1 ​Formation​. T​ he Company was organized upon the filing of the Articles of
Incorporation filed before the Division of Corporations of the Florida Department of State.

2.2 ​Name​. ​The name of the Company is C​ lear Tune Monitors, Inc

2.3 ​Principal Place of Business.​ ​The principal place of business of the Company shall be
5528 Commerce Dr. Orlando Florida 32839. The Company may establish any other places of
business as the Shareholders may from time to time deem advisable.

2.4 T​ erm.​ ​The term of the Company began upon the filing of the Articles of Incorporation
and shall continue in perpetuity, unless the Company is dissolved sooner pursuant to this
Document.

2.5 ​Purposes.​ A​ ccording to the​ ​Articles of Incorporation, the purpose of the company is:

a.) To carry on and engage in any legal business activity
within the Sound Industry, including structuring, managing, buying,

designing, advertising, licensing, selling, renting, leasing, franchising,
developing, building and operating any and all types of sound systems,
sound monitors, earphones, and any other related products, activities or
even venues. To carry on and engage in any other act which may be
necessary or related thereto.
b.) To carry on and engage in any type of business or
activity which may be authorized and permitted under and by virtue of the
laws of the United States of America and the State of Florida.

The Company is formed for any lawful business purpose or purposes.

ARTICLE 3 - SHAREHOLDERS

3.1 N​ ames and Addresses.​ T​ he names and addresses of the Shareholders are as set forth
in ​Schedule “A”​ to this Document.

3.2 ​Books and Records​. T​ he Company shall keep books and records of accounts and
minutes of all meetings of the Shareholders safely guarded at the company’s main offices. Such
books and records shall be maintained and updated by the company’s Secretary, on a cash basis
in accordance with this Document, unless otherwise required by the Code or the Treasury
Regulations.

3.3 ​Information​. ​Each Shareholder may inspect during ordinary business hours and at the
principal place of business of the Company the Certificate of Formation, the Operating
Document, the minutes of any meeting of the Shareholders and any tax returns of the Company
for the immediately preceding Ten Fiscal Years.

3.4 ​Limitation of Liability​. E​ ach Shareholder’s liability shall be limited as set forth in this
Document and other applicable law. A Shareholder shall not be personally liable for any
indebtedness, liability or obligation of the Company unless otherwise is set forth in this
Document or in any other applicable law.

3.5 ​Sale of All Assets.​ T​ he Shareholders shall have the right, by the unanimous vote to
approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the
Company.

3.6 ​No Priority in Return of Capital​. T​ he Shareholders expressly agree that Investors
acquiring Shares at the Corporation or new capital partnerships with the previous approval of the

Board of Directors, can own a special denomination of shares, as per established in this
document, which will not stipulate any type of priority in the Return of Capital over any other
Shareholder, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a
Distribution; including loans or other indebtedness made by a Shareholder to the Company.

3.7 L​ iability of a Shareholder to the Company​. ​A Shareholder who or which rightfully
receives the return of any portion of a Capital Contribution is liable to the Company only to the
extent now or hereafter provided by the law. A Shareholder who or which receives a
Distribution made by the Company in violation of this Document or made when the Company’s
liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the
Company for the amount of such Distribution.

3.8 ​Financial Adjustments​. ​No Shareholders admitted after the date of this Document
shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by
the Company, unless expressly agreed in the buy-sale contract between the Shareholder selling
the shares and the buyer, provided that said operation and allocation of losses is duly approved
by the majority of Shareholders.

3.9 D​ uties of Parties​. Nothing in this Document shall be deemed to restrict in any way the
rights of any Shareholder, or of any Affiliate of any Shareholder, to conduct any other business
or activity whatsoever, and no Shareholder shall be accountable to the Company or to any other
Shareholder with respect to that business or activity as soon as said business or activity does not
compete with the business conducted by the Company.

3.10 ​Transactions with Affiliates​. Each Shareholder understands and acknowledges that the
conduct of the Company’s business may involve business dealings and undertakings with
Shareholders and their Affiliates. In any of those cases, those dealings and undertakings shall be
at arm’s length and on commercially reasonable terms. No transaction with the Company shall
be voidable solely because a Shareholder has a direct or indirect interest in the transaction if a
majority of the Directors or if none, a Majority in Interest, knowing the material facts of the
transaction and the Shareholder’s interest, authorize, approve or ratify the transaction.

3.11 ​Shareholders Acts and Decision-making​.

(a) A majority of the Shareholders or all the Shareholders acting unanimously will have
the most absolute power, rights and authority over the company, its Directors and Officers.
Considering all applicable laws, said majority or unanimous Shareholders meeting, act or

decision will prevail over any disposition established within this document, or any act or
decision reached by the Board of Directors.

(b) No Shareholder acting by himself without acting together or being authorized by a
majority of the Shareholders or all the Shareholders unanimously shall take part in the
management or control of the business of the Company or transact any business for or in the
name of the Company, nor shall any Shareholder have the power to sign for or bind the
Company, unless such action has been approved by the required vote of the Directors or any
committee of the Directors or such power has been expressly delegated to such mange by vote of
the Directors.

(c) Any Shareholder who takes any action or binds the Company in violation of this
Section 3.12 shall be solely responsible for any loss and expense incurred by the Company as a
result of the unauthorized action and shall indemnify and hold the Company harmless with
respect to the loss or expense.

ARTICLE 4 - MANAGEMENT

4.1 ​Management​. ​The property, business and affairs of the Company shall be managed by
a Board of Directors. Except as specifically limited in this Document, the Directors shall have
full authority, power and discretion to make all decisions with respect to the Company’s
business, perform any and all other acts customary or incident to such management, and perform
such other services and activities set forth in this Document in accordance herewith and with the
Florida applicable law.

4.2 A​ ppointment and Qualification of Directors​. The initial Board of Directors shall
consist of five (5) Directors. Four of them (4) will represent the shareholders of the company,
and the fifth (5t​ h)​ does not need to be a Shareholder, nor represent the interest of a particular
Shareholder in the company.
The initial Directors of the Company shall be those individuals set forth on ​Schedule B hereto.
The number of Directors on the board may be changed only by the vote of 80% of the Directors.

4.3 ​Removal and Replacement of a Director​.

(a) A Director may resign by providing written notice to the other Directors. The
resignation shall take effect when received by the other Directors, or at such later date as shall be
stated in the notice of resignation. Any Director may be removed by the vote of 80% of the
Directors of the Board. In the event the board shall change the number of Directors, such vote
shall then require an affirmative vote of at least three-quarters of the Directors. The removal of a

Director without stating or proving cause does not bar a later claim that the Director engaged in
misconduct while a Director.

(b) In the event of the death, resignation, disability or removal of a Director, Shareholders
owning at least a seventy-five percent of the Shares of the company shall appoint a successor
Director who shall serve for the remainder of his or her predecessor’s term.

4.4 O​ fficers and Agents.​ T​ he Board of Directors may from time to time designate such
officers and agents as they may deem necessary to carry out the day-to-day operations of the
Company. Such officers and agents shall have be paid such salary and other compensation and
have such duties, powers, responsibilities and authority as may from time to time be prescribed
by the Board of Directors, and may be removed at any time, with or without cause, by the Board.
No officer or agent shall be prevented from receiving such a salary or other compensation
because such officer or agent is also a Shareholder.

4.5 ​Quorum​. The presence of 80% of the Directors shall be required to constitute a
quorum for action at a meeting of the Directors. If a quorum is not present, the meeting shall be
adjourned.

4.6 V​ oting​.

(a) Each Director votes for the number of shares that he or she represents. Unless
otherwise required by the law or this Document, action on a matter shall require the vote of a
majority of the Directors at a meeting at which a quorum is present or, if taken without a
meeting, as evidenced by the written consent of the number of Directors whose votes are
required for such action to be adopted.

(b) Each Director of the Company may exercise any one or more of the powers granted to
the Directors under this Document if such action is first approved in writing by the required vote
of the Directors.

4.7. P​ ower and A​ uthority of the Directors​. Under supervision of the Shareholders and
subject to any applicable law, the Directors, shall (a) be responsible to manage, control,
administer and operate the business and affairs of the Company for the purposes herein stated,
(b) have full, exclusive and complete discretion, power and authority to do all things permitted
by this document, to be in furtherance of the purposes of the Company, and (c) have all rights,
powers and privileges available to a Director under the Law.

4.8. ​Limitation on Powers of the Directors. Notwithstanding anything to the contrary
contained in this Document, the Directors may not, without the unanimous approval of the
Directors, take any of the following actions:

(a) do any act in contravention of this Document;

(b) amend, modify or terminate this Document.

(c) dissolve the Company prior to the expiration of the Company’s term as set forth in the
Company’s Articles of Incorporation unless specifically authorized to do so by another provision
of this Document;

(d) execute or deliver any general assignment for the benefit of the creditors of the
Company or file any federal bankruptcy proceeding;

(e) effect the merger or consolidation of the Company with any other business or entity;

(f) make any expenditure, incur any indebtedness or enter into any Document or take any
action whereby the Company has a financial obligation in excess of US$25,000.00.

(g) grant any lien or encumbrance on any property of the Company in excess of $25,000.

(h) adopt and approve the annual budget of the company, as proposed by the Directors.

(i) establish any retained earnings or other reserves, retain the services of any accounting
or law firms, assert or otherwise file any lawsuit or claim in any court or before any
administrative body, or settle or compromise and claim, suit or other proceeding brought by any
person or other third party against the Company.

(j) issue any public statements regarding the Company.

(k) Divulge Privileged Information of the Company, release or disclose any confidential
data, materials or contents of discussions held on the Board of Directors meetings to any third
parties.

4.9 D​ uties of Directors.​ Each Director must discharge his duties in good faith, with the
care that an ordinarily prudent person in a position would exercise under similar circumstances,
and in a manner the Director reasonably believes to be in the best interests of the Company. Each
Director shall devote such time to the Company’s business as may reasonably be necessary for
the proper performance of his duties as Director.

4.10 R​ elease of Directors for Official Acts​. The Company shall decide to contract and
engage with an Insurance company in order to obtain an E&O (Errors and Omissions) Insurance
or a PLI (Professional Liability Insurance), on which case and to the full extent permitted by
applicable law, each Director would be released from liability for damages and other monetary
relief on account of any act, omission or conduct of such Director in his Directorial capacity,
provided that he acted in good faith and in a manner he reasonably believed to be in the best
interests of the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. No amendment or repeal of this Section
shall affect any liability or alleged liability of any Director for any act, omission or conduct that
occurred prior to the amendment or repeal.

4.11 I​ ndemnification of Directors.​

(a) General. Considering everything exposed in 4.10, the Company shall indemnify and
hold harmless, and advance expenses to, each Director, from and against, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company), to the fullest extent
permitted under law and in accordance with the conditions established in the E&O or PLI
Insurance Agreement, arising from or in connection with any act or omission of the Director in
his capacity as a Director or as an employee of the Company; provided that such person acted in
good faith and in a manner he reasonably believed to be in the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

(b) ​Extent of Indemnification​. To the extent that a Director of the Company has been
successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to
in Section 4.11(a), or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including court costs, reasonable attorneys’ fees and
disbursements) actually and reasonably incurred by such person in connection therewith, as well
as against any judgments, fines and amounts paid or to be paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding.

(c) A​ dvance of Indemnification​. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding, as authorized by the Directors in the specific case, upon receipt
of an undertaking by or on behalf of the Director to repay such amount, unless it shall ultimately
be determined that he or she is entitled to be indemnified by the Company as authorized in this
Section 4.11.

(d) N​ on‑Exclusive.​ The indemnification provided in this Section 4.10 shall not be
deemed exclusive of any other rights to which those seeking indemnification may be entitled
under any Document, vote of Shareholders or disinterested Shareholders, Directors or
disinterested Directors or otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, and shall inure to the benefit of the heirs, executors and administrators of
such a person.

4.12 D​ irector Compensation​. Except as provided herein, the Directors will not be
compensated for their services as such unless such compensation is approved by the affirmative
vote of a Majority in Interest. Nevertheless, any Director that works in the company as
employee, executing operational, clinical, managerial or administrative responsibilities, outside
of its regular duties as a Director in the Company, will be compensated with a Salary duly
approved by the board.
Directors shall be reimbursed for all of their reasonable and budgeted out-of-pocket expenses
incurred in connection with the performance of their duties in managing the Company’s
business.

4.13 P​ rotection of the Company and its Directors against Hearsay.​ E​ very Director Must
protect the company’s reputation and the standing of its Directors against rumors, hearsay,
negative word of mouth, and in general any unfounded information that may potentially affect,
damage or harm the Company or its Directors in any way.

Should a Director receive any harmful information as stated above, he must immediately notify
the members of the Board of Directors of any and all details pertaining to said negative
information. The Board of Directors will call for an especial meeting in order to determine the
position of the company against the threat and the procedures and steps that will be performed in
order to resolve the situation.

4.14 C​ onfidentiality of Directors Meetings. The Directors must never meet or discuss the
matters of the company outside of the Board of Directors meetings. Every matter discussed and
decided within the Board of Directors meetings shall be considered absolutely confidential and
subject to protection by every member of the board.

4.15 ​Penalties for breach of Confidentiality​. ​Considering the provisions contained in 4.14,
if any Director or Shareholder, discusses publicly or secretly outside of a Board of Directors
meeting, any confidential information, topic or any matter subject of a discussion held in any
official Board of Directors meetings in any way, shape or form, (shall it be in written, orally, via
telephone, videoconference, emails or any other communication system without the approval of

the Board of Directors), or discloses to third parties any type of Privileged Information as
defined in this document, shall receive the following penalties:

a.) First transgression: The Director that committed the transgression will receive a
disciplinary letter indicating the extent of the transgression and the consequences to
the company. The Director will therefore execute any and all acts necessary in order
to hold the company and its Shareholders and Directors harmless, and submit to the
Board of Directors a public apology letter for their consideration.

b.) Second transgression: The Director that committed the transgression will be
demoted of his position and removed from the Board of Directors permanently or for
a disciplinary period to be established by the Board of Directors at its sole discretion.
The demoted Director will be solely responsible for any loss and expense incurred by
the Company as a result of the unauthorized action and shall indemnify and hold the
Company harmless with respect to the loss or expense.

If the Director that committed the transgression is also a Shareholder, with the second
transgression, if the Board of Directors considered a permanent demotion, then the demoted
Director and Shareholder will have a period of Six (6) months from the date of the Board of
Directors decision in order to sale the shares possessed in the company, in accordance with the
terms and conditions established within this document, to a third interested party at the current
market value.

If after said period of time the demoted Director and Shareholder does not find a buyer for the
shares, then the Board of Directors will have the ability to decide if prolonging the sales period
for another six (6) months or to re-buy the shares from the demoted Director at Sixty percent
(60%) of its current market value.

ARTICLE 5 - MEETINGS OF SHAREHOLDERS

5.1 ​Annual Meeting​. ​The annual meeting of the Shareholders shall be held on each third
Tuesday in June or at such other time as shall be determined by the vote or written consent of a
Majority of the Shareholders for the purpose of the transaction of any business as may come
before such meeting.

5.2 ​Special Meetings​. S​ pecial meetings of the Shareholders, for any purpose or purposes,
may be called either by (i) a majority of the Directors, (ii) a majority of the Shareholders or (iii)
Shareholders holding not less than 25% of the Shares Interests giving a written notice to any

Director, specifying the purpose of the meeting. In this case, five business days after the
Director receives a demand under this Section, the Directors shall call a special meeting of the
Shareholders. If the Directors fail to call the special meeting as required by this Section, the
person or persons making the demand may, at the expense of the Company, call the meeting by
giving the notice described in Section 5.4. Notwithstanding anything to the contrary contained
herein, Shareholders holding not less than 10% of the Shares may call for one (1) Special
Meeting each calendar quarter.

5.3 ​Place of Meetings.​ ​Meetings of the Shareholders may be held at any place, within or
outside the State of Florida, for any meeting of the Shareholders designated in any notice of such
meeting. If no such designation is made, the place of any such meeting shall be the company’s
principal place of business or at the Company’s offices.

5.4 ​Notice of Meetings​. ​Written notice stating the place, day and hour of the meeting
indicating that it is being issued by or at the direction of the person or persons calling the
meeting, stating the purpose or purposes for which the meeting is called shall be delivered to the
Shareholders no fewer than three nor more than five days before the date of the meeting.

5.5 ​Record Date.​ ​At any meeting of Shareholders or any adjournment of such meeting,
the date on which notice of the meeting is mailed or the date on which the resolution declaring
any decision or distribution is adopted, as the case may be, shall be the record date for making
such a determination. When a determination of Shareholders at any meeting of Shareholders has
been made pursuant to this Section, the determination shall apply to any adjournment of the
meeting.

5.6 Q​ uorum​. S​ hareholders holding not less than Seventy Five percent (75%) of the shares
in the company shall constitute a quorum at any meeting of Shareholders. In the absence of a
quorum at any meeting of Shareholders, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days without further notice. However,
if the adjournment is for more than sixty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
Shareholder. At an adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as originally noticed.

5.7 ​Manner of Acting.​ ​If a quorum is present at any meeting, the vote or written consent
of a Majority in shares shall be the act of the Shareholders, unless the vote of a greater or lesser
proportion or number is otherwise required by the Act, the Articles of Incorporation or this
Document.

5.8 ​Action by Shareholders Without a Meeting.​

(a) Whenever the Shareholders of the Company are required to take any action by vote,
such action may be taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken shall be signed by the Shareholders who
hold the not less than the Seventy Five percent (75%) of the shares, to authorize or take such
action at a meeting at which all of the Shareholders were present and voted and shall be
delivered to the office of the Company, its principal place of business or an employee or agent of
the Company. Delivery made to the office of the Company shall be by hand or by certified or
registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each Shareholder who signs
the consent, and no written consent shall be effective to take the action referred to therein unless,
within sixty days of the earliest dated consent delivered in the manner required by this Section to
the Company, written consents signed by a sufficient number of Shareholders to take the action
are delivered to the office the Company, its principal place of business or an employee or agent
of the Company having custody of the records of the Company. Delivery made to such office,
principal place of business or employee or agent shall be by hand or by certified or registered
mail, return receipt requested.

5.9 ​Waiver of Notice​. N​ otice of a meeting need not be given to any Shareholder who
submits a signed waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any Shareholder at a meeting, in person or by proxy, without protesting prior
to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by such Shareholder. For the cases of a Shareholder’s assistance by proxy, it is
understood that a notification containing the proxy’s identification must be provided to the other
Shareholders, prior to the date of the meeting.

5.10 V​ oting Documents.​ ​Any Document between two or more Shareholders, if in writing
and signed by the parties thereto, may provide that in exercising any voting rights, the shares
held by them shall be voted as therein provided, or as they may agree, or as determined in
accordance with a procedure agreed upon by them.

ARTICLE 6 - CAPITAL CONTRIBUTIONS

6.1 C​ apital Contributions​. E​ ach Shareholder has contributed or shall contribute the
amount set forth in S​ chedule “A” to this Document as the Capital Contribution to be made by
such Shareholder. The Shareholders acknowledge and agree that upon the approving vote of the

Eighty Percent (80%) of the Shareholders, the Shareholders may be required to make additional
Capital Contributions, loans or advances to the Company.

Considering the aforementioned and the specific contextual circumstances of the company by the
time said decision is made by the Eighty Percent (80%) of the Shareholders, the Shareholders
will establish the time frame and protocol needed for said additional Capital Contributions, loan
or advance to be performed.

6.2 A​ dditional Contributions.​ ​Except as set forth in Section 6.1 of this Document, no
Shareholder shall be required to make any Capital Contribution unless there is a negative balance
in their Capital Accounts.

6.3 C​ apital Accounts​. ​A Capital Account shall be maintained for each Shareholder. Each
Shareholder’s Capital Account shall be increased by the value of each Capital Contribution made
by the Shareholder, the amount of any Company liabilities assumed by the Shareholder (or
which are secured by Company property distributed to such Shareholder), allocations to such
Shareholder of the Net Profits and any other allocations to such Shareholder of income. Each
Shareholder’s Capital Account will be decreased by the value of each Distribution made to the
Shareholder by the Company, the amount of any liabilities assumed by the Company (or which
are secured by property contributed to the Company by such Shareholder), allocations to such
Shareholder of Net Losses and other allocations to such Shareholder.

6.4 T​ ransfers.​ ​Upon a permitted sale or other transfer of Shares in the Company, the
Capital Account of the Shareholder transferring such Shares shall become the Capital Account of
the Person to which or whom such shares are sold or transferred.

6.5 ​Deficit Capital Account.​ ​Except as otherwise required in the Act or this Document,
no Shareholder shall have any liability to restore all or any portion of a deficit balance in a
Capital Account.

6.6 ​Withdrawal or Reduction of Capital Contributions​. A​ Shareholder shall not receive
from the Company any portion of a Capital Contribution until all indebtedness, liabilities of the
Company, except any indebtedness, liabilities and obligations to Shareholders on account of their
Capital Contributions have been paid or there remains property of the Company, in the sole
discretion of the Directors, sufficient to pay them. A Shareholder, irrespective of the nature of
the Capital Contribution of such Shareholder, has only the right to demand and receive cash in
return for such Capital Contribution.

ARTICLE 7 - ALLOCATIONS AND DISTRIBUTIONS

7.1 A​ llocations of Profits and Losses​. ​The Net Profits and the Net Losses shall be
allocated Quarterly among the Shareholders in accordance with their respective percentages of
participation in the company (percentage of shares owned by each Shareholder).

7.2 D​ istributions.​ T​ he Directors may not make Distributions to the Shareholders, except
upon the approving vote of Eighty Percent (80%) of the Directors. All Distributions shall be
made to the Shareholders pro-rata to their respective percentages of participation in the company
(percentage of shares owned by each Shareholder) as of the record date set for such Distribution.

7.3 ​Qualified Income Offset.​ No Shareholder shall be allocated Net Losses or deductions
if the allocation causes the Shareholder to have an Adjusted Capital Account Deficit. If a
Shareholder receives (i) an allocation of Net Loss or deduction (or any item thereof) or (ii) any
distribution, which causes the Shareholder to have an Adjusted Capital Account Deficit at the
end of any taxable year, then all items of income and gain of the Company (consisting of a
pro-rata portion of each item of Company income, including gross income and gain) for that
taxable year, shall be specially allocated to that Shareholder, before any other allocation is made
of Company items for that taxable year, in the amount and in such proportions as may be
required to eliminate the Adjusted Capital Account deficit as quickly as possible.

7.4 O​ ffset​. T​ he Company may offset all amounts owing to the Company by a Shareholder
against any Distribution to be made to such Shareholder.

7.5 L​ imitation Upon Distributions​. ​No Distribution shall be declared and paid unless,
after such Distribution is made, the assets of the Company are in excess of all liabilities of the
Company. The Board of Directors will be able to oversee this limitation for the cases on which
the negative balance is caused by long-term liabilities that do not require immediate or medium
term resolution or payments.

7.6 I​ nterest on and Return of Capital Contributions.​ N​ o Shareholder shall be entitled to
interest on such Shareholder’s Capital Account or to a return of such Shareholder’s Capital
Contribution, except as specifically set forth in this Document. Nevertheless, Loans and credits
given by a Shareholder to the company will be susceptible of interests that may never exceed the
current interest rates in the market.

7.7 A​ ccounting Period​. ​The accounting period of the Company shall be the Fiscal Year.

ARTICLE 8 - TAXES

8.1 ​Tax Returns.​ ​The Directors shall cause to be prepared and filed all necessary federal
and state income tax returns for the Company. Each Shareholder shall furnish to the Company
all pertinent information in its possession relating to Company operations that is necessary to
enable the Company’s income tax returns to be prepared and filed.

8.2 ​Tax Elections​. ​The Company shall make the following elections on the appropriate tax
returns:

(a) To adopt the calendar year as the Fiscal Year;

(b) To adopt the cash method of accounting;

(c) If a Distribution as described in Code Section 734 occurs or if a transfer of Shares
described in Code Section 743 occurs, upon the written request of any Shareholder, to elect to
adjust the basis of the property of the Company pursuant to Code Section 754;

(d) To elect to amortize the organizational expenses of the Company and the start‑up
expenditures of the Company under Code Section 195 ratably over a period of sixty months as
permitted by Code Section 709(b); and

(e) Any other election that the Company may deem appropriate and in the best interests of
the Shareholders.

8.3 ​Tax Matters Partner.​ T​ he Shareholders shall designate one Shareholder to be the “tax
matters partner” of the Company. Any Shareholder who is designated “tax matters partner” shall
take any action as may be necessary to cause each other Shareholder to become a “notice
partner”.

ARTICLE 9 - TRANSFERABILITY

9.1 ​Transfers.

(a) No Shareholder shall transfer all or any portion of their Shares without the consent of a
Majority of the Shareholders. If the foregoing consent is not obtained, then the proposed
purchaser, transferee or assignee of the selling Shares shall have no right to be admitted as a
Shareholder, no voting rights whatsoever and no right to participate in the management of the

business and affairs of the Company, but shall only have the economic rights associated with the
transferred Shares. A Transfer of Shares in the Company shall not be effective unless and until
written notice (including the name and address of the proposed purchaser, transferee, or assignee
and the date of such Transfer) has been provided to the Directors and the Shareholders and the
transferee has complied with the provisions of Section 9.1(c).

It is understood that the said transfer of shares will not be valid for any purpose and will be
considered as null and non existent for the purposes of the company, if the receiver or purchaser
of the shares does not pass a full background check showing a clean and solid record, and fully
demonstrates the source of the funds employed to perform the purchase.

(b) Any Transfer of Shares pursuant to any of the provisions of this Article 9 shall be
subject to all of the terms, restrictions, liabilities and rights of this Document, all of which shall
survive the closing of such Transfer. As a condition of the effectiveness of any Transfer under
this Article 9 to a Person not theretofore a party within this Document, such Person shall indicate
his or her agreement to become a party to the company and to receive and hold such Shares
subject to all of the terms, restrictions, liabilities and rights of this Document by executing an
appropriate written agreement to that effect and delivering a copy thereof to the Directors and to
the Shareholders.

(c) Any Transfer of Shares will be recognized by the Company as effective on the date on
which all of the requirements of Section 9.1 have been complied with.

(d) Any Shareholder who assigns all of its Shares will cease to be a Shareholder and will
have no Shares, except that, unless and until a Shareholder is admitted in its stead, the assigning
Shareholder will retain the statutory rights of the assignor of a limited liability company interest
under the Act.

(e) Notwithstanding anything to the contrary in this Document, both the Company and the
Directors will be entitled to treat the transferor of Shares as its absolute owner in all respects, and
will incur no liability for distributions made in good faith to that transferring Shareholder, until a
written assignment that conforms to the requirements of this Article 9 has been received by the
Company.

ARTICLE 10 - DISSOLUTION

10.1 ​Dissolution.​ T​ he Company shall be dissolved and its affairs shall be wound up upon the
first to occur of the following:

(a) The latest date on which the Company is to dissolve, if any, as set forth in the Articles
of Incorporation;

(b) The unanimous vote or written consent of all Shareholders; or

10.2 W​ inding Up​. U​ pon the dissolution of the Company the Directors, or if there are none,
the Shareholders may, in the name of and for and on behalf of the Company, prosecute and
defend suits, whether civil, criminal or administrative, sell and close the Company’s business,
dispose of and convey the Company’s property, discharge the Company’s liabilities and
distribute to the Shareholders any remaining assets of the Company, all without affecting the
liability of Shareholders. Upon winding up of the Company, the assets shall be distributed as
follows:

(a) To creditors, including any Shareholder who is a creditor, to the extent permitted by
law, in satisfaction of liabilities of the Company, whether by payment or by establishment of
adequate reserves, other than liabilities for distributions to Shareholders under the Act;

(b) To Shareholders and former Shareholders in satisfaction of liabilities for Distributions
under the Act; and

(c) To Shareholders first for the return of their Capital Contributions, to the extent not
previously returned, and second respecting their Shares, in the proportions in which the
Shareholders share in Distributions in accordance with this Document.

10.3 ​Articles of Dissolution.​ W​ ithin 90 days following the dissolution and the
commencement of winding up of the Company, or at any other time there are no Shareholders,
Articles of Dissolution shall be filed with the Florida Department of State.

10.4 ​Deficit Capital Account​. ​Upon a liquidation of the Company, if any Shareholder has a
Deficit Capital Account (after giving effect to all contributions, distributions, allocations and
other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation
occurs), the Shareholder shall have no obligation to make any Capital Contribution, and the
negative balance of any Capital Account shall not be considered a debt owed by the Shareholder
to the Company or to any other Person for any purpose.

10.5 ​Nonrecourse to Other Shareholders.​ E​ xcept as provided by applicable law or as
expressly provided in this Document, upon dissolution, each Shareholder shall receive a return of
such Shareholder’s Capital Contribution solely from the assets of the Company. If the assets of

the Company remaining after the payment or discharge of the debts and liabilities of the
Company are insufficient to return any Capital Contribution of any Shareholder, such
Shareholder shall have no recourse against any other Shareholder.

10.6 ​Termination.​ ​Upon completion of the dissolution, winding up, liquidation, and
distribution of the assets of the Company, the Company shall be deemed terminated.

10.7 L​ iquidation Protocol. For purposes of the liquidation of the company, the Shareholders
will pass a resolution on which liquidator will be appointed. The liquidator will perform the
liquidation of the company keeping the following Protocols:

- The Liquidator must determine the company's title to every property in its possession.
Any property possessed by the company, but which was supplied under a valid retention
of title clause will be returned to the supplier.
- Should there be any secured creditors, the Liquidator will consider every claim against
the assets of the company to the extent that they are subject to a valid security interest.
- Following, the liquidator will consider claims of any non-monetary concepts against the
company.
- After the removal of all assets which are subject to retention of title arrangements, fixed
security, or are otherwise subject to proprietary claims of others, the liquidator will pay
the claims against the company's assets. Being the priority of claims on the company's
assets determined in the following order:
- Liquidation costs
- Creditors with fixed charge over assets (Including Loans owed to Shareholders of the
Company)
- Amounts owed to employees for wages, bonuses, commissions, superannuation, or any
other pertinent labor concept.
- Creditors with floating charge over assets
- Creditors without security over assets
- Shareholders

10.8 ​Bankruptcy​. If the Company reaches for any given reason a status on which is unable
to pay off its outstanding debt, the Shareholders acting with the vote of no less than the Eighty
Percent (80%) of the shares, will decide the convenience of starting a Bankruptcy procedure in
accordance with the applicable Laws and the Bankruptcy Code. Nevertheless, the Shareholders
can instruct the Board of Directors to consider third party expert opinions and to investigate
other possible options or scenarios before proceeding with the bankruptcy protocol.

Shall the Shareholders, with the aforementioned percentage of vote required, decide to proceed
with the bankruptcy procedure, then the Board of Directors will hire a well referenced law firm

or an specialized attorney in order seek counseling and to provide the Company with the
necessary guidance to decide the best course of action for its specific situation and to lead it
towards the appropriate bankruptcy procedures. Nonetheless, before filing for bankruptcy, the
Company might be required to receive credit counseling within 180 days before filing the case.
In such ​cases​, the Board of Directors will obtain counseling from one of the approved providers
listed on the United States Courts website.

Considering all of the aforementioned, if the Shareholders acting with the vote of no less than the
80% of the shares decide to continue with the Bankruptcy procedure, they will choose to file
among the following 3 scenarios of bankruptcy:

- ​ ​Chapter 7:​ or basic liquidation (also known as straight bankruptcy)
- Chapter 11: rehabilitation or reorganization, (known as corporate

bankruptcy), it allows the Company to continue operations while
following a debt repayment plan.
- ​Chapter 13​: rehabilitation with a payment plan (also known as Wage
Earner Bankruptcy) in case the Company retains a regular source of
income this chapter would enables the Company to develop a plan to
repay all or part of its debts

ARTICLE 11 - GENERAL PROVISIONS

11.1 N​ otices​. ​Any notice, demand or other communication required or permitted to be given
pursuant to this Document shall have been sufficiently given for all purposes if (a) delivered
personally to the party or to an executive officer of the party to whom such notice, demand or
other communication is directed or (b) sent by registered or certified mail, postage prepaid,
addressed to the Shareholder or the Company at his, her or its address set forth in this Document
or to such other address as each party designates to the others in the manner herein prescribed.
Except as otherwise provided in this Document, any such notice shall be deemed to be given
three business days after the date on which it was deposited in a regularly maintained receptacle
for the deposit of United States mail, addressed and sent as set forth in this Section.

11.2 A​ mendment.​ ​This Document contains the entire Document among the Shareholders
with respect to the subject matter of this Document, and supersedes each course of conduct
previously pursued or acquiesced in, and each oral Document and representation previously
made, by the Shareholders with respect thereto, whether or not relied or acted upon. No course
of performance or other conduct subsequently pursued or acquiesced in, and no oral Document
or representation subsequently made, by the Shareholders, whether or not relied or acted upon,

and no usage of trade, whether or not relied or acted upon, shall amend this Document or impair
or otherwise affect any Shareholder’s obligations pursuant to this Document or any rights and
remedies of a Shareholder pursuant to this Document. No amendment to this Document shall be
effective unless made in a writing duly approved by a unanimous vote of the Shareholders.

11.3 C​ onstruction​. W​ henever the singular number is used in this Document and when
required by the context, the same shall include the plural and vice versa, and the masculine
gender shall include the feminine and neuter genders and vice versa.

11.4 ​Headings​. T​ he headings in this Document are for convenience only and shall not be
used to interpret or construe any provision of this Document.

11.5 ​Waiver​. ​No failure of a Shareholder to exercise, and no delay by a Shareholder in
exercising, any right or remedy under this Document shall constitute a waiver of such right or
remedy. No waiver by a Shareholder of any such right or remedy under this Document shall be
effective unless made in a writing duly executed by Shareholders owning a Majority and
specifically referring to each such right or remedy being waived.

11.6 ​Severability.​ ​Whenever possible, each provision of this Document shall be interpreted
in such a manner as to be effective and valid under applicable law. However, if any provision of
this Document shall be prohibited by or invalid under such law, it shall be deemed modified to
conform to the minimum requirements of such law or, if for any reason it is not deemed so
modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity
without the remainder thereof or any other such provision being prohibited or invalid.

11.7 ​Binding​. ​This Document shall be binding upon and inure to the benefit of all
Shareholders, and each of the successors and assigns of the Shareholders, except such right or
obligation of a Shareholder under this Document that may not be assigned by such Shareholder
to another Person without first obtaining the approval of a Majority in Interest of all other
Shareholders.

11.8 C​ ounterparts​. This Document may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same instrument.

11.9 G​ overning Law​. T​ his Document shall be governed by, and interpreted and construed in
accordance with, the laws of the State of Florida, without regard to principles of conflict of laws.

11.10 ​Arbitration​. Any dispute or controversy arising in the company between Shareholders
will be submitted to and determined by arbitration before a certified Arbitration Association in

Florida, preferably by a panel of three arbitrators, in accordance with the rules of that
Association for that effect. Any award rendered shall be made by means of a written opinion
explaining the arbitrators' reasons for the award. The arbitrators may not amend or vary any
provision of this agreement. Judgment upon the award rendered by the arbitrators may be
entered in any court of competent jurisdiction, which court shall have the power to review such
award for compliance with this agreement.

[Remainder of Page Intentionally Left Blank; Signatures Follow on Next Page]

IN WITNESS WHEREOF, the parties have executed and delivered this Document this ___ day
of _________, 2020.

Clear Tune Monitors, Inc

By:
___________________________,
as Director

SHAREHOLDERS:

__________________
__________________

__________________
__________________

__________________

SCHEDULE “A” Percentage of Capital
Name of Shareholders

Shares Contribution

%

%

%

%

SCHEDULE “B”
NAME OF DIRECTOR

CLEAR TUNE MONITORS, INC.
Confidential

Private Placement Memorandum

August ____ , 2020

No. _____

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

CLEAR TUNE MONITORS, INC.
a Florida Corporation

_______________________________________________
Offering of

40 Class B Corporation Shares

Price: $100,385.85 per Class B Share
__________________________________________________________

By this Confidential Private Placement Memorandum (this “Memorandum”), CLEAR TUNE
MONITORS, INC., a Florida Corporation (the “Corporation”), is offering to sell forty preferred
return Class B Shares (the “Class B Shares”) in the Corporation to accredited investors, as that
term is defined by Rule 501(a) under the Securities Act of 1933, as amended, at a price of
$4,015,434.33 See “T​ he Offering and Plan of Distribution​.”

These securities involve a high degree of risk and immediate dilution and should not be
purchased by persons who cannot afford the loss of their entire investment. Investors
should carefully read the section entitled “Risk Factors” beginning on page 3 of this
Memorandum.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE CORPORATION’S OPERATING AGREEMENT AND
THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY

AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Price to Proceeds to
Investors (l)​ C​ orporation

Per Class B Share $100,385.85
Total $4,015,434.33
__________________
(1) The offering price has been arbitrarily determined by the Directors. It is not based only on
the value of the Corporation or its assets or other recognized criteria of investment value. It does
not indicate that the Class B Shares have a value of, or could be resold at, the offering price.
There is no trading market for the Class B Shares. The Class B Shares offered hereunder may
not be resold unless they are registered or an exemption from registration is available. The Class
B Shares will be sold by the Corporation and no commission or other remuneration will be
received by any officer or employee of the Corporation or the Directors. See “​The Offering and
Plan of Distribution​.”

_____________________________________________

_____________________________ (the “Class A Member”) owns the Class “A” Shares in the
Corporation (the “Class A Shares”). The Class “A” Shares and the Class “B” Shares are referred
to together as the “Shares”).

The Class “B” Shares are offered by the Corporation, subject to receipt and acceptance by the
Directors and subject to its right to reject any order in whole or in part.

The date of this Memorandum is __________, 2020

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE TO ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF
THE SHAREED STATES IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED BY THE LAWS THEREOF, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

THE SECURITIES OFFERED HEREBY ARE PURELY SPECULATIVE IN NATURE.
NEITHER THE CORPORATION NOR THE DIRECTORS MAKES ANY
GUARANTEES, WARRANTIES OR OTHER REPRESENTATIONS TO THE
CONTRARY.

THE SECURITIES OFFERED HEREBY ARE SUBJECT TO PRIOR SALE,
ACCEPTANCE OF AN OFFER TO PURCHASE AND TO WITHDRAWAL,
MODIFICATION OR CANCELLATION OF THE OFFERING WITHOUT NOTICE.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION
WITH THE PRIVATE PLACEMENT OF THE SECURITIES OFFERED HEREBY AND
MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THE
PERSON RECEIVING THIS MEMORANDUM AGREES TO RETURN IT TO THE
CORPORATION IF SUCH PERSON DOES NOT SUBSCRIBE TO PURCHASE SUCH
SECURITIES.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS INVESTMENT, TAX OR LEGAL ADVICE. THIS
MEMORANDUM AND THE EXHIBITS HERETO AND OTHER DOCUMENTS
DELIVERED HEREWITH, AS WELL AS THE NATURE OF AN INVESTMENT IN
THE SECURITIES OFFERED HEREBY, SHOULD BE REVIEWED BY EACH
PROSPECTIVE INVESTOR, HIS OR HER INVESTMENT, TAX OR OTHER
ADVISORS AND HIS OR HER ACCOUNTANTS OR LEGAL COUNSEL.

NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING
LITERATURE OR ADVERTISING IN WHATEVER FORM WILL OR MAY BE
EMPLOYED IN THE OFFERING OF THE SECURITIES OFFERED HEREBY,
EXCEPT FOR THIS MEMORANDUM (INCLUDING AMENDMENTS AND
SUPPLEMENTS TO THIS MEMORANDUM), THE APPENDICES HERETO AND
DOCUMENTS SUMMARIZED HEREIN OR DELIVERED HEREWITH. NO PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM (INCLUDING
AMENDMENTS AND SUPPLEMENTS TO THIS MEMORANDUM), OR IN THE
APPENDICES HERETO OR DOCUMENTS SUMMARIZED HEREIN OR DELIVERED
HEREWITH AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON.

ANY INVESTOR MAY ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING
THE TERMS AND CONDITIONS OF THIS OFFERING OR REASONABLY REQUEST
ADDITIONAL INFORMATION TO VERIFY THE INFORMATION CONTAINED