/W

13000213
UNITED SECURITIES AND STATES EXCHANGE COMMISSION 20549

Washington

D.C

FE9
THE SECURITIES ACT OF

REGULATION

OFFERING

STATEMENT

UNDER

PROHIBITION

BRANDS issuer in its

Name
California State of or or jurisdiction

of

small

business

charter 461435883

3990 Primary Classification Standard Code Number

IRS

Employer

incorporation organization

Industrial

Identification Number

1545

Bronson

Ave
4241659
of

Suite 90028

109

Hollywood

California

573
Address
and telephone Address number

principal

executive

offices

TBD

Denver
Seattle

Colorado Washington

Address

of

principal

place

of

business

or

intended

principal

place

of

business

This
filed

offering

statement the

shall

only be to

qualified

upon order

of

the
of

Commission
the terms
of

unless

subsequent

amendment

is

indicating

intention

become

qualified

by operation

Regulation

PART

1-

NOTIFICATION

ITEM 1-SIGNIFICANT

PARTIES

The

issuers

director Laoruangroch

Brian

Business 1545

Address Bronson

Aye

Ste 109

Hollywood

California

90028

Residential

Address

1530

Jefferson

Aye
Florida

Apt

23

Miami Beach

33139

The

issuers

officers

Brian

Laoruangroch
as

Same

above

The issuers general partners

Brian

Laoruangroch

Address

same as above

owners

of

percent

or

more of any

class

of

the issuers equity

securities

Brian Laoruangroch

Address

same

as

above

ethere

are

no

beneficial

owners

of

percent

or

more

of

any

class

of

the issuers

equity

securities

fthere

are

no promoters

of the

issuer

gthere

are

no

affiliates

of

the

issuer

hat

this

time there

is

no counsel

to the

issuer

with respect to the proposed

offering

ithere

is

no underwriter

with

respect to the proposed

offering

jthere

are

no underwriters

directors

kthere are no underwriters

officers

the are

no underwriters

general

partners

and

there

is

no counsel

to the underwriter

ITEM

2-

APPLICATION

OF RULE 262

None
set

of

the persons
in

identified

in

response

to

Item

are subject to any of the

disqualification

provisions

forth

Rule

262
identified
in

None of the persons

set forth in

response

to

item

are subject

to any of the

disqualification

provisions

Rule

262

ITEM

3-

AFFILIATE

SALES

No

part

of the proposed

offering

involves

the

resale

of

securities

by

affiliates

of the

issuer

ITEM 4-JURISDICTIONS

IN

WHICH
be

SECURITIES

ARE TO BE OFFERED

The

securities

will

offered

in

all

U.S

jurisdictions

nationwide

which

will

be

intended

for

all

50

states

The

securities

will

be

offered

through

our

company

website

www.ProhibitionBrands.com with other internet marketing

and portals

potentially

through plan to have SECURITIES

investment/crowdfunding stock ISSUED offered on

websites

along

We
ITEM

also

the National

Securities

Exchanges

5-UNREGISTERED

OR SOLD WITHIN

ONE YEAR

There
issuers

are

no unregistered one year

securities

issued by the
filing

issuer

or any

of

its

predecessors

or

affiliated

within

prior

to the

of

this

form

1-A

ITEM

6-

OTHER

PRESENT

OR PROPOSED

OFFERINGS

The

issuer

or any

of

its

affiliates

are not currently

offering

or contemplating

the

offering

of any

securities

ITEM 7-MARKETING

ARRANGEMENTS
no marketing
or to any intends

There item

are

arrangements
selling security

known
holder

to the
in

issuer

or to any person covered which by

it

named

in

response

to

above

the

offering

this

Form 1-A

No underwriter
authority

to confirm

sales

to any accounts

over

exercises discretionary

ITEM

8-

RELATIONSHIP

WITH

ISSUER

OF EXPERTS

NAMED

IN

OFFERING STATEMENT

There

are

no experts named

in

the

offering

ITEM

9-

USE OF

SOLICITATION

OF INTEREST

DOCUMENT
254 was used

No

publication

authorized

by Rule

prior

to

the

filing

of

this notification

PART

II-

OFFERING CIRCULAR-MODEL

COVER PAGE

PROHIBITION

BRANDS

Exact

name of Company

as

set

forth

in

Charter

Type

of

securities

offered

common

stock

Maximum
Total
Is If

number of

securities

offered

25000000/Minimum minimum
in this

number of

securities

offered

2500000
and

Price per security proceeds

If

$2.00

maximum sold $50000000

selling
is

If

sold

$5000000

See

Questions

10

commissioned yes what

there there an percent

agent

selling

the price

securities to

offering

No

commission
to

of

public N/A

Is there Is Is

other compensation finders escrow

fee

selling

agents

N/A

or

similar

of proceeds

payment to any person No See Question No 22 until minimum is obtained No See Question No 26
Is this offering limited to

members

of

special

group
of

such

as

employees individuals

the Company or No See Question No

25
Is transfer

of

the

securities

restricted

No See

Question

No 25

INVESTMENT iN SMALL BUSINESSES INVOLVES HIGH DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY FUNDS iN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE NO.2 FOR THE RISK FACTORS THAT MANAGEMENT THEIR ENTIRE INVESTMENT SEE QUESTION BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS OFFERiNG IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY FURTHERMORE THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CRIMINAL OFFENSE DOCUMENT ANY REPRESENTATION TO THE CONTRARY IS
THE U.S SECURITIES

AND EXCHANGE

COMMISSION DOES NOT NOR DOES

THESE
IT

PASS

UPON THE MERITS OF ANY

SECURITIES

OFFERED

OR THE TERMS OF THE OFFERING

PASS UPON THE

ACCURACY OR COMPLETENESS UNDER AN EXEMPTION

DETERMINATION THAT

OF ANY

OFFERING CIRCULAR OR SELLING REGISTRATION

SECURITIES

LITERATURE

SECURITIES

ARE OFFERED

FROM
THESE

HOWEVER

THE

COMMISSION HAS NOT MADE AN INDEPENDENT

ARE EXEMPT

FROM REGISTRATION

This

Company
operations stage operations the
last fiscal

Has never conducted

in the

development conducting
profit in

currently

shown

year

Specify

This

offering

has not yet

been

registered

for

offer

and

sale

in

any states

INSTRUCTION
be kept

The Cover
if

Page
all

of

the Offering

Circular of

is

summary of

certain

essential

information

and

should

on one page

at

possible

For purposes
as

characterizing
forth
in

the

Company
of

on the cover Accounting

page

the term

development June

stage has the same meaning

that

set

Statement

Financial

Standards

No

1975
TABLE OF CONTENTS

The Company

Risk

Factors

Business

and

Properties

Offering

Price

Factors

Use

of Proceeds

Capitalization

Description

of

Securities

Plan of

Distribution

Dividends

Distributions

and

Redemptions

Officers

and

Key

Personnel

of the

Company

Directors

of

the

Company

Principal

Stockholders

Management

Relationships

Transactions

and

Renumeration

Litigation

Federal Tax

Aspects

Miscellaneous

Factors

Financial

Statements

Managements

Discussion

and

Analysis

of

Certain Relevant

Factors

THIS

OFFERING CIRCULAR CONTAINS

ALL

OF THE

REPRESENTATIONS

BY

THE

COMPANY

CONCERNING

THIS

OFFERING HEREIN

AND NO PERSON

SHALL MAKE DIFFERENT OR BROADER STATEMENTS

THAN THOSE NOT EXPRESSLY

CONTAINED
SET

INVESTORS CIRCULAR

ARE CAUTIONED

NOT TO

RELY

UPON ANY INFORMATION

FORTH

IN

THIS

OFFERING

This Offering

Circular together

with

Financial

Statements

and other Attachments

consists

of

total

of

_19_

pages

THE

COMPANY

Prohibition

Brands

State

and

date

of incorporation

California

January

2013

Street

address

of

principal

office

_1545

Bronson Aye Hollywood

Ca 90048

Company
Fiscal

Telephone

Number 573424-1659
month day
with
to

year January
to

Persons
Brian

contact

at

Company

respect

offering

Laoruangroch

573.424.1659 1545

Bronson

Ave

Hollywood

Ca 90048

RISK

FACTORS

Our

limited our

operating current

history and future

makes

it

difficult and

for

you

to

evaluate future financial

business

prospects

and

results

If

we

are

unable be we unable obtain

to

obtain to additional in

additional with debt our our or

proceed

financing we will Plan of Operations even equity financing your

will be diluted

if

equity If other and we Prohibition state may we and have

interest

stock

Brands local to

is

declared

in we

violation

of

federal

law

by

federal

court

or

authorities
our

terminate

to continue to produce our products may be unable and lose investment business you will your entire the third

Because

have

no that be

manufacturers leasing

with agreements will manufacture nor own

party at the present

our our

productsand
products

moment market

are

not

production
may

facility unable to no

production

produce with

we facility and deliver

them
that

to

We

currently to revenues

have

agreements which would

third

party affect

distributors our

will and

distribute

our

products our

retailers

adversely

reputation

materially reduce

We be we

currently unable do not could to

have

no

agreements quality have effect grow

with

third in the

party

acquire

product

quantity

that will growers desire at the or adequate

grow price to

currently adversely no

which

your

in place operation investment

plans

product we may and required operate grow

We in

have currently similar markets our ability

expertise like alcohol to enter the

in or

management tobacco
and your to

or avoid

at

the lack

executive of knowledge or

level and

that

is

versed could of company

This

expertise speed

effect

market

growth

which

would

adversely are

effect

mistakes investment injury

incur which name have

retard

the

If effects or fail to

our meet

products industry and

found

cause we will

defects

have

long-term side judgment

standards

si.thstantial

litigation
our product losses

product

liability
and

recall product affect negatively our

costs brand

will

increase and

reputation

sales

The

use

of

our and

products which may reduction

is

subject of our

to

social

trend financial certain

fluctuations results

cause

fluctuating revenues affect your

during our

which would periods negatively of profitability and the value stock The

potential in our

investment

use

of and

our in

products and large in

is

subject

to

state to

law
and

ordinances or temporary are

other nature to

non-federal our

regulations abilities laws of

referendums votes city and county of which rules some are trial periods
our product in certain geographic

distribute

areas

subject results

Fluctuations and which

these

which
our of

may affect

cause our

reduction would and the

revenues

during

fluctuating certain

financial

periods

negatively value

potential in our

profitability stock

your

investment

Because

we

offer of of

only

few

select

products more

at

the

may have
consumer

variety acceptance

have products or may which may our products

established

and our competitors moment brand we may not obtain our ability to generate

adversely

affect

revenues
Since patent we are in an establishment risks our that brand may name phase of our

business
revenues

we and

face

trademark

copyright

and

protection
affect

negatively

reputation

potential

profitability
Possible our products we We on these federal disputes over the United our States to patent gain rights protect to any competitive

advantage

may negatively have in the may are operating qualifies business in

affect field

ability

quasimarket
as

that illegal

is

according

to

state

law and

is

legal

but in

level

black legal may

or

market

Navigating

operating of

conditions doing

requires

much and or

lead

restrictions
Medical Marijuana We have

possible have of

which increases our expertise to delays fines termination of our business

costs

dispensarys
risks

been
losses

raided
if and we if we

and are

shut

down by

by the

DEA DEA

agents and we

in

the shut

past
down

significant

targeted face legal our

are

and assets are product criminal fines and charges

confiscated
This would

penalties ability to

including operate this

negatively impact

business
Marijuana of Colorado sales and have operated as and an other illegal states market moving in the

past
test

As

the

states with black

Washington

forward

the

water

for retail we face risks of negative action from marijuana legalization market marijuana industry operatives including cartels organized gangs

current

dealers intimidation business

drug As to Colorado

others vandalism
and

These and

risks

of all

losses of

could

include

theft

criminals hijackings
this

violence

which

would

negatively

impact

and 21 both

Washington

determine will learn

their the

persons license in either

and

over
or

we other

system status If we

of and are it

regulating criteria unable would to of

retail

receiving

Colorado

and

from our

state

states

Washington moving

obtain

forward

definitely

marijuana sales processing processing license negatively impact

business
We have not established or which and the the

or

the

any

Marijuanettes name recognition

revenues If

Roachs

Prohibitions Brands brand name label and Prohibition Brands

us of from your generating investment

has

little

if

may prevent reduce the value

lose the services of our Chief Executive Officer we Brian be adversely affected our operations Laoruangroch may be unable to continue or we our operations may to acquire good and

If

we

are

unable to our

detrimental

company

your

executives managers investment

and

key

personnel

it

would

be

Our

management

has

requiring minority

control over matters significant shareholder which will vote shareholders from influencing

our prevent our activities

Our

operations which

are

interest favoring may have

their

may own

subject result business effect

to in

possible our our interests on

conflicts and

of directors which potential

officers over

ours
and

negative

revenues

profitability

Our

devotes management and continue to may affect our revenues

only do and so

limited in

time

to

our may

business negatively

future

which

potential never be

profitability market for

There for

is

not of

and our

there

may which

public it

shares

stock
to sell

may make
shares

difficult

investors

their

Because
is

our may

stock never

is be

an

originally

lowpriced

stock

for

which

there

and

market

stock on

is investment highrisk marketability you may be unable

investment in our common any and is subject to restrictions to sell your shares

Other

risk

factors

involved

with

being

new

business

and

our

business

specifically

are

lack

of

cash

flow

and

start-up

injection

money

inexperience

of

management

in

managing
an

business

in

this

particular

industry

dependence

of

the

company

on

unproven

product

retail

marijuana

market

has

not

been

established

or

proven

its

viability
absence of to

absence operations financial

of in

operating recent of

history and

of no

the

company

is

risk
all

along which

with

profitable
the overall

periods the

financial

history

contribute

position

company
in which we are which
is

the alcohol

nature and

of

our

business

engaged

similar

to

the

industries

of

tobacco
of interest with

conflicts

management
offering price

arbitrary

establishment

of

reliance

on

the

efforts

of

single

individual

absence

of

trading

market

if

trading

market

is

not

expected

to

develop

Note

In

addition
In

to the above reviewing

this

risks

businesses
Circular

are often
potential

subject to
investors

risks

not foreseen keep

in

or

fully

appreciated

by
risks

management
could be

Offering

should

mind other possible

that

important

THE

BUSINESS AND PROPERTIES

WITH

RESPECT

TO THE

BUSINESS

OF THE COMPANY

AND

ITS

PROPERTIES

Prohibition to be

Brands

is

marijuana

processing brand

company
is

Our

final

product

is

retail

packaged product

ready
that
will

smoke
as

cigarette-style available in

marijuana
all

good Our
as

high-quality standardized
to

marijuana

readily

legal

states for

alcohol

and tobacco
bacteria

persons

who
cure

are of the

age

From raw marijuana

treat it

commodity
and package

product we
it

inspect

imperfections

and diseases

product

cut

it

blend

it

these allow

products
to legally

will

be

produced

in

the

states

of

Colorado

and

Washington company
viewing have
in will

and be
late

all

future are

states

that
final

consumers
stage

use our products

The new
will

products
available

that the
for

selling

in

the

prototype
retail sales

at

the time of writing are

Products
after
all

be

public

in

2013

early

2014

before

of marijuana

allowed but
of

patents and trademarks

in

been

initiated

and progressed and

could
is

or

completed

The

activities

producing
available at

prototypes the

mass production
of the

factory

has not occurred of the product

if

dependent
achieved

upon

our financing

time
final

Completion
retail

development

be

with
limited

$10000000
number
of

which

would include
for essential

packaging

We

are unsure

we

will

be

dependent
any major

upon
existing

suppliers

raw materials

machinery or licenses

We

do not have

supply contracts

Prohibition

Brands

intends

to

sell

products written

in

the

retail state

marijuana regulating Since as the

industry bodies

This This
is

is

market that
very

at

the time

of

this

writing

hasnt even
in

had

rules

by the

unknown

market

Recognized

trends that have

it

the industry medical medical

appear

to be

growing

mid 1990s

starting

with California
states plus

movement
District

began

allowed

patients to use marijuana marijuana use

to legal
in

medicine As of 2012
and
In

18

the

of Columbia

made
for

their

states

now two

states
states

Washington

and
has
will

Colorado have been created

sell

made

legal

recreational

persons

over

21

each

of these
for

new market
Prohibition

and the trend of state

in

legalization

looks to continue

Geographically

now
for

Brands

primarily

the

states

of

Washington

and Colorado
states

marketed towards time

consumers

recreational

use

The

company

may expand

to medical

marijuana

over

Competition changes
of
in

is

expected

many ways and

of state

including

price

and service
surface
level

The
At
this

price

of marijuana

is

subject to great Board $6/ be our

the future

as

new
that

federal
prices

marijuana
at

laws

time the Liquor Control

at

Washington
and
at

estimates
retail

marijuana

growers
at

to be time

$3/gram

the processors of

level

gram

the and

level

$12/gram
their

see

evidence

end

At

this

we

are unsure range

who

directly

will

competitors that

what the cost of

high-end
their

products costing

are Our competition

in

can or

from

large

corporate-type have At

entities of

make an expensive
working from

product

excess

of

$20/gram
at

more and we could

for

competition
this

individuals

own houses we
will

selling

product our

grown

home

$3/gram

or

lower

time we

are unsure

how many
There could

competitors be

have

in

specific

market

of processed believe

blended
can

branded marijuana and succeed

product
because

many

companies that enter brand

this

market

We

we

compete

of

factors

like first

mover advantage
of our

loyalty

our competitive has previously

advantages brought

from our patents and company from concept

trademarks
to

and innovation

CEO

Brian

Laoruangroch

who

market

Note
in

Because the

this

Offering

Circular

focuses
will

primarily

on

details

concerning

the

Company

rather
their

than

the industry

which

Company
of the

operates

or

operate

potential

investors
insight
in

may

wish

to conduct the

own

separate

investigation

Companys

industry

to obtain

broader

assessing

Companys

prospects

the marketing

strategies

we

will

employ to develop

our market
loyalty

include and

samples

television

commercials point-of-purchase

displays

repeat customer

overall

reimaging

of marijuana

use
are

Marketing

efforts

would

made

to portray relax

marijuana

in

positive

light

Our

finished

products

marketed
benefits

as

ways
It

to celebrate
to

get ready
marijuana

re-evaluate users from Marketing

concentrate

change

mood and
to
is

other

is

important and

re-image

lazy and unmotivated

and
distribution

fun

adventurous
importance heavy

successful
to be the

happy
the intent

for

example

wise

it

of highest

most

easily
is

accessible product

and

most widely known

Strong

penetration

and

marketing

from day

there business

is

no backlog

of written

firm

orders

for

products

and or

services

because

we

are

new

in

development

Currently 12

at

the time
anticipate

of

writing

there

is

only

employee
and 20

in

Prohibition

Brands amount
is

In

the next

months we

employing

between

employees

This

broken and

down

between

and 10 employees that are administrative

be
is

management and
the

specialty be

between
collective

and 10 employees that would

bargaining

operative

None

of

employees would
at this

under

agreement

or

this

not reasonably

forseeable

moment

Prohibition

Brands on

does having

not currently have

any

principal

real

estate

In

the near

future
in

the

company

intends
In

two production months

facilities

in

Denver

Colorado

and

Seattle and tasks to

Washington
machinery cost up to
for

the next 12

Prohibition
in

Brands

intends expect

to purchase

equipment

to produce

our products or

large

scale

We

the cost of performing have submitted trademarks

these

$10000000

more

At the time of

this

writing
for

we

patent
plus

applications

our products

Marijuanettes

and

Roachs
to apply acquired
for

and

the
of

related

Prohibition future

Brands

trademark

We

have

intent

patents
will

more products

within

the near
as-is

The patents and trademarks equipment

and production

we

have

or

be

able to acquire with

financing

however

facilities

will

be

paid

for

by proceeds

from the offering

Prohibition

Brands design

relies heavily

proprietary

information

including

but not

limited

to patents

on
In

marijuanette

design
this

roachs
information

blends

treatments

systems processes
of
parties

ingredients information
in

and trade secrets

to
sign

order to protect

we

require

the signature
of

we

disclose

non-

competition working

and non-disclosure CEO

Brian

contract

The cost
formulating and

research

and

development

the

last

year include time business

trips
in

by the

Laoruangroch of

and

creating

the Business and

Plan

and Structure
rolling

November
this

and
have and

December been
kept

2012

to Denver

Seattle

marijuana

associated

products

The costs to

point

minimal

Over the next 12 months

safety
taste

we

plan to

spend up to $10000000 or more on

packaging design

Research
distribution

Development

regarding

formulas

product

design

and branding

and

planning

The company
classified

is

subject to

federal

laws
is

regarding highly

sale

and

possession

of

marijuana

which

is

currently bans

as

schedule

drug

which which

addictive be

with

no

medicinal
in

value

Federal law of federal

us At

from operating
this

our business

we

will

knowingly

operating created

violation

law and

time

bans

and new laws

of
all

regarding these laws

marijuana
will largely

are being
effect

in

many
this

cities

counties

states currently there

The movement no
subsidiaries

of

the future

of

business

are

of the business

material opportunity marijuana and

events

in

the

development
business

of the

company On November

2012

Brian

Laoruangroch

saw an
to allow night
all

to create possession

This idea to persons business

Prohibition

was triggered
21

by the recent vote

by Colorado

and Washington
thought

and the be

sales

and over

From November
of Prohibition

on

Brian

constantly and

day formulating that

entire sold

model and Brands

operations

Brands

mentally

concepted

products

would

by

order the the was not profitable during its last fiscal year list below in chronological Company in managements which in managements occur or the milestones which opinion must or should the must or should reach in order for the Company to become profitable and indicate opinion the Company will achieve the milestones of the method which the manner occurrence or expected Company by expected
If

events

Event

or milestone

Expected

method

of

Date

or

number of
after receipts of

achievement

months
proceeds

when

should

be

accomplished Receive

Washington
license

and

Apply

on

day

If

not

December

2013

or Colorado

awarded
necessary
license

do

all

means

to secure buying

including

another Get product market

accessible

company
distribution

to

Develop system
states

December
both

2013

by January

2014

to

outlets

for

Get financing

together

Start

working

now now

December December December

2013 2013 2013

Heavily advertise
Finish

on day

Acquire Continue
testing

financing

Product

making and
prototypes

Development

now

Possible

consequences recognition costs and

of delays
possibly

in

achieving
attract

these

milestones

could

be

detrimental are not

to the

brands

name

initial

long-term
In

customers There
liquidity

many

constant to have Question

operating

but rather

upfront

time costs

regards to

we do

not intend

many

sellable

assets

and we do

not intend

to have

many ongoing

operating

expenses

see

Nos
Note

11

and

12
and timing of each event or milestone
is

After reviewing achievement

failure

the nature of each

potential

investors

should

reflect

upon
of

whether
delays or

within
in

the estimated

time frame

realistic

and

should

assess the

consequences

of achievement

making an investment

decision

OFFERING

PRICE

FACTORS

If

the

securities

offered relevant

are

common
price

stock
at

or are exercisable the

securities

for

or convertible offered

into

common

stock

the following

factors

may

be

to the

which

are being

What

were net

after-tax

earnings

for

the

last fiscal

year

Total

$0 $0 per share

The company

did

not have

profits

last

year

What

is

the net tangible

book value

of

the

Company

$0

no

securities

were

sold

in

the

last

year

what

percentage

of

the outstanding

shares

of

the

company

will

the investors

in

this

offering

have

If

the

maximum is
minimum

sold

49% 5%

If

the

is

sold

what

post-offering the
price

value

is

management
set forth

implicitly

attributing

to the entire

Company by

establishing

per security

on the cover

page

if

maximum sold $100000000 minimum sold $100000000

if

These

values

assume

that the any

Companys
use
of

capital

structure

would as

be

changed
in

to

reflect

any

conversions

of outstanding warrants or These cash

convertible
rights

securities in

and

outstanding type
in

securities

payment

the exercise
securities

of outstanding thus

options would be

included
also

the calculation an increase warrants or

in

The cash

and

amount

of

convertible

or other
of

eliminated that would

be $0
upon

values
exercise

assume
options

the

Company
in

by the

amount
The

any

cash
of

payments such cash

made

of

rights

included

the

calculations

amount

would

be

$50000000

Note
price

After reviewing

the

above

potential

investors should
for

consider
securities

whether
is

or not the
at

offering

or
of

exercise or conversion the

price

if

applicable

the

appropriate

the present

stage

Companys development
USE OF PROCEEDS

The following

table

sets

forth

the use of the proceeds

from

this

offering

If

minimum

sold

amount

If

maximum sold amount

Total less
Legal

Proceeds
offering

$50000000
expenses
fees

$500000000

and

accounting and

$200000
S50.000

$400000 $500000

Copying

advertising

Net

proceeds
of

from

offering

$4750000

$49100000

Use

net

proceeds
facilities

Production
Legal services

$300000 $200000 $200000 $500000

$5000000
$3000000

Research

and Development

$2000000
$7000000
$500000

Equipment
Administrative
salaries

$500000 $100000
and

Goods

and

Materials Marketing

$1000000

Advertising Promotion Operating

$750000

$10000000
$20600000 $50000000

Capital/slush

cushion

$2200000
$5000000

jlOO%

1100%

if

we

are unable
Legal

to

raise

$5000000 minimum we would

Production
Facilities

prioritize

the following

expenses Research

in

order

Fees Equipment and

finally

Goods
of

and

Materials

Advertising

and what parts

later

Development were necessary

Operating to

Capital

Priority

expenses other

was determined
still

by choosing be
in

to get product leader

market while cutting

corners and

position

to

emerge as the market

Footnotes
required additional

Legal

fees of
it

are

lower for the minimum

sure

raised

because
legal

we

are

paying for the

If

services

making
will

the offering
legal

is

legal

from
legally

professional

there

is

funding

be spent on property

services

to

register

and

structure

our company

and

protect

our intellectual

Costs
additional

that

increase incrementally
facility

as

result

of

doing and

business
additional

in

new

state

jurisdictions

include

an to the

production
reflect

additional

equipment
naturally just

goods many

The estimate/budget
as possible

right

is

higher to

that

we would
than

be operating
just

in as

states

including

medical

marijuana

states

rather

intentionally

Colorado

and Washington

General
increase

expenses

including

Research
as

and

Development
of

Legal

fees and

Advertising

all

with the maximum

budget
the

the scope

the business

widens

Administrative

expenses

will

stay

same
allocated to the

Note
the

After reviewing

the portion

of the

offering

payment

of

offering

expenses

and to
or

immediate payment to management payments would

be that
potential

and should future

promoters consider

of any fees

reimbursements past
portion of
his

salaries

similar

investor
for

whether

the remaining

investment

which

part

available

development

of the

Companys business

and operations

would be adequate

10.a
offering

at this

time we do not have

used
in

intention with

of

using material/any from

this

amounts of funds

from sources

other

than

this

to be

conjunction

the proceeds

offering

no

amount

of funds

are intended

to be

used

to discharge

indebtness

no

material

amount

of proceeds

is

intended

to be

used

to acquire assets other

than

in

the ordinary

course

of

business

no

amount

of

the proceeds

is

to be

used

to reimburse or

any

officer

director or

employee or stockholder

for

services

already

rendered

assets previously transferred

monies loaned

advanced

11 Without 12 The

proper financing

the

company

anticipates

having

cash

flow problems

in

the next 12

months

proceeds

from

this offering

will satisfy

the

Companys
offering

cash
if

requirements

for

the next 12

months

We

do

want to leave the door open to make

an

additional

we need more

capital

to accomplish

our goal

CAPITALIZATION

13

There

is

no previous

capitalization

for this

company

DESCRIPTION

OF

SECURITIES

14

The

securities

being

offered

hereby

are

Common

Stock Stock

Preferred or Preference or Debentures of

two or more types of

securities

composed

of

15

These

securities

have

Yes No
voting Other voting
to rights

special

rights

rights

purchase or

in

new

issues

of shares

as

to

dividends

interest

upon
special

liquidation

rights

or preferences

specify

Explanation

Each

common

stock

would

have

traditional

common

stock

voting

rights

16

Are

the

securities

convertible

No

If

so

state

conversion conversion conversion

price

or

formula
effective

Date Date

when when

becomes
expires

17

If securities

are

notes or other types of debt

securities

N/A

What

is

the

interest

rate

If interest

rate

is

variable

or multiple rates

describe

What

is

the

maturity

date

If serial

maturity

dates

describe

3Is

there

mandatory

sinking

fund

Yes

Describe

Is there

trust

indenture

Yes
or
subject to

Name

address

and

telephone

number of Trustee
including redemption

Are
prices

the

securities

callable

redemption

Describe

Are
If

the

securities

collateralized

by

real

or personal property of

Yes

Describe

_______________ of such

these

securities

are

subordinated

in right

payment of

interest

or principal

explain the terms

subordination

How

much

currently

outstanding

indebtedness

of the

Company

is

senior

to

the

securities

in right

of

payment of

interest

or principal

$______________

How How
If

much

indebtedness

shares

in right

of

payment on an equivalent pan

to

passu basis $_____________

much

indebtedness

is

junior

subordinated

the securities

notes

or other types of debt the

ratio of

securities

are being
fixed

offered

and the Company

actual

had

earnings
basis for

during that

its

last

fiscal

year show

earnings to

charges

on an

and pro forma

plus fixed

fiscal

year Earnings
interest

means

pretax income from continuing

operations

charges

and
of

capitalized

Fixed charges
and

means
preferred as can

interest

including dividend

capitalized

interest
of

amortization

debt

discount

premium
portion
particular

expense
expense

stock be

requirements to be
fixed

majority

owned

subsidiary factor

and such
in

of

rental

demonstrated
of

representative charges debt should

of the include

interest

the

case The pro forma

as result

ratio

earnings to

incremental

interest

expense

of the

offering

of

the notes

or other

securities

18

If

securities

are Preference

or Preferred

stock

N/A

19 The

capital

stock

securities

do not currently have

any

restrictions

on dividends

under

loan or other

financing

arrangements

20

Current

amount

of assets

available

for

payment

of dividends

$0

PLAN

OF DISTRIBUTION

21

There

are

no

selling

agents

in

this offering

at

the time

of

this

writing

22

There

is

no compensation
writing

to

selling

agents

or finders There

are

no

selling

agents

in

this

offering

at

the time

of this

23

There

are

no

selling

agents

in

this

offering

at

the time of

this

writing

Note

After reviewing

the

amount of compensation
between be the
selling to

to

the

selling

agents and
the

or

finders

for

selling

the

securities

and

the

nature of any the extent

the to

relationship

agents
rely

or

finders

Company

potential selling

investor should agents or

finders

assess
to

which

it

may

inappropriate

upon any recommendation

by the

buy

securities

24

This

offering itself

is

not

made

through
is

selling

agents This

is

DPO

Direct

Public

Offering

from the

company

The

selling

agent

Brian

Laoruangroch

1545

Bronson

Ave

Hollywood

Ca

90068

25

This

offering

is

not

limited

to

special

group

26

There

is

not an
as

independent

bank

or savings

and loan association or other

similar

depository

institution

acting

escrow agent

27

There

are

no presently outstanding

shares

DIVIDENDS

DISTRIBUTION

AND REDEMPTIONS

28 The company
within the
last

has not paid dividends years

made

distributions

upon

its

stock

or

redeemed any

securities

OFFICERS AND

KEY PERSONNEL

OF THE

COMPANY

29

Chief Executive

Officer

Title

President

Name
Age
28

Brian

Laoruangroch

Office

Street

Address

1545

Bronson

Aye

Hollywood

Ca

90068

Telephone

No

573424-1659

Name

of

employers

titles

and

dates

of positions

held during

past

five

years with

an

indication

of

job

responsibilities

Green Mobile

Franchise

Systems

President

2005-Present

Launch
into

company
mall kiosk 10
locations

from idea to grew

in

passively

growing then

franchise

system

Initially

started

as

website evolved
system
to-

to

retail

store front

two

retail

store fronts
it

and then there

franchise

date

size

Duties included

doing whatever

takes

to get

Education

University

of Missouri

Uncompleted

bachelors

degree

in

Business

hours

needed

to graduate

with

any

sort

of

degree

Elected

Student

Body

President

of school

year

2004

Also

Director

of

the

Company

yes

no

Indicate

amount

of

time to

be spent

on

Company
will

matters

if

less

than

full

time

Average

of 3-6 hours

each

day

nearly every

day of the

year

Time

be

equally

distributed

between two companies

am CEO of

30

Chief Operating

Officer

Same

as

CEO N/A

at

the time

of

writing

31

Chief

Financial

Officer

Same as CEO N/A

at

the time

of

writing

32

There

are

no other Key

Personnel

at

the time

of writing

DIRECTORS

OF THE

COMPANY

33 Number

of Directors

Director

for

life

Brian

Laoruangroch

34
othe

Information
directors

concerning

outside

or other

Directors

i.e

those

not described

above

N/A There

are

no

35

Have any of the

or
division

Officers

or Directors enterprise

ever
in

worked same

for

or

managed
as the

company

including

separate

subsidiary

of

larger

the

business

Company
no

yes

No Officers
the

or Directors

or other
as

key the

personnel

have or
in

ever

worked

for

or

managed

company

in

same business

or industry

Company

related

business

or industry stage
In

The company
the

has never has

conducted another market with

operations start-up or

and

is

in

the

development
stage

There

CEO of
Brian
this

company

managed

development
cell

company

2005

Laoruangroch idea

saw

new

emerging where
little

phones were broken grew

the

or lost to

From

Brian single-handedly

to

no financing

company

10 store franchise

system to-date None

of the

Companys
does

key personnel key

are consultants
life

or other

independent any of
its

contractors Directors or

The Company
key personnel had or
its

not have

man

insurance

policies

on

Officers

36 No

persons

have

petition

under

the Bankruptcy or other key of

Act

or any State insolvency or receiver

law nor was anything

agent
in

filed

against the

Company
by

Officers

Directors

personnel

fiscal

or

similar

officer

was appointed
persons any such

court

for

the business
at

or property the past

at

any such

persons or any partnership

or business

which

any of such of which

was

general partner

or within
officer

five

years or any corporation

five

association

person

was an executive

or within

the past

years

Note
key

After reviewing

the information investors and operate

concerning consider

the background

of the

Companys Officers
persons
In

Directors

and other and

and

personnel

potential

should
this

whether
and to

or not these
it

have

adequate

background

experience
ability

to develop

Company
the

make

successful
factors
in

this

regard of

the experience business

of

management

are often

considered

most

significant

the success

PRINCIPAL

STOCKHOLDERS

Name

Class

of

Average per share

price

No
Now

of Shares Held

of Total

No
if

of Shares

of

Total

shares

After Offering
All

Securities

Sold
Brian

Common
Stock

$0

27000000

100%

52000000

.519

Laoruangroc

Office

Street

Address

1545

Bronson

Aye Hollywood

CA

Telephone

Number

573.424.1659

Principal

Occupation

Executive

38

There

are

no shares

beneficially

owned

by

Officers

and

Directors

as

group

MANAGEMENT
39
none
of

RELATIONSHIPS

TRANSACTIONS

AND RENUMERATION

the Officers

Directors

key

personnel

or

principal

stockholders

are

related

by blood

or marriage

The company 10% stockholders

has not

made

loans to or
relatives

is

doing

business
last

with

any of

its

Officers to

Directors

key personnel the future

or

or any of

their

within

the

two years or proposes

do so within

None
of

of

the

Companys Officers
debt

Directors

key personnel including

or

10% stockholders
to be

has guaranteed
retired

or co-signed

any
of

the

Companys bank

or other obligations

any indebtedness

from the proceeds

this offering

40

List

all

renumeration

by the

Company

to Officers

Directors

and

key personnel

for

the

last fiscal

year

Qtht
Chief Executive
Officer

$0

27000000

units

of

company

common
of

stock

plus

controlling

51% and

position

CEO

President

and

Director

for

life

for starting

and launching

the

company

41

there are

no shares
or

subject to issuance

under

presently

outstanding

stock

purchase

agreements

stock

options

warrants

rights

42

the business of

is

highly

dependent
Brian

on the

services

of

certain

key

personnel

Brian

Laoruangroch

is

essential

to the success

this

business

has signed

non-compete

agreement

not to

compete

against Prohibition

Brands

Note

After reviewing

the

above

potential

investors

should
indirectly

consider
is

whether
in

or not the view

compensation
stage

to
of

management

and other key personnel

directly

or

reasonable

of the present

the

Companys development

LITIGATION

43

There

is

no past pending upon

the

or threatened

litigation financial

or administrative condition personnel

action which

has had any

or

may

have or action

material
involving

effect

Companys business
Directors

or operations

including

litigation

the

Companys Officers

or other

key

FEDERAL

TAX ASPECTS
Revenue Code 1986
this

44 The Company
if

is

an

corporation tax
benefits

under that

the
will

Internal

of
in

We

do not presently

kmow

there

will

be

significant

be

available

to investors with

offering

We

have

not had

tax advisor involved

pass

upon

these

tax benefits

You should

speak

tax advisor about

what implications

may

be

Note
review

Potential details

investors

are encouraged

to have

their

own

personal tax consultant

contact and

the tax advisor

to

of the tax benefits

and the extent

that the benefits

would

be

available

advantageous

to the

particular

investor

MISCELLANEOUS

FACTORS

45

The outcome
effect

of marijuana

legislation

is

material

factor

that should

be

reiterated

will

have

an

adverse

or

favorable

on the Company

and

its

business

Financial

Statements

46

There

are

no

financial

statements

to

date we are

start-up

company

MANAGEMENTS
47 The Companys financial 48 The
12 trend
in

DISCUSSION

AND

ANALYSIS

OF CERTAIN

RELEVANT

FACTORS

statements

do not show

losses

from operations

the marijuana

industry

and within

our
of

company
the federal

today

will greatly

be

affected

in

the next Colorados

months

positively

or negatively

by the response

government

to

Washington

and

marijuana

laws

49 The Company 50 The Company

did

not

sell

product

or products

that

had

significant

sales

during

its

last fiscal

year

did

not have

foreign

sales

SIGNATURES
The
issuer
in

has

duly

ca

sed

ths

offerin

statement

to

be of

sig

ed

on

authorized

the City

of

State

L2

rtU

its

behp

by the undersigned

ther

nto

duly

JPvJUh

Issuer

_____
and Title

4iLftcii

s1f

By Signature
This indicated

offering

statement

lsbicsigpy the

following

persons

in

the capacities

and

on the dates

Signatur
Selling

itl

j74J

Date

sehlder1 fr

Instructions

The offering statement of the members of its

for

whose

account

shall be signed by the issuer its Chief Executive Officer ChiefFinancial Officer majority board of directors or other governing instrumentality and each person other than the issuer is any of the securities are to be offered If signature by person on behalf of any other person
to If

evidence
behalf

of authority

sign

shall

be
is

filed

with the offering

its

statement

except

where
in

an executive

officer

signs

on

of the issuer
the issuer
is

the issuer

Canadian
the

authorized statement

representative shall also

the

United States also by

majority

Where

limited

partnership

offering

be signed

sign of the board of

shall

directors

of any corporate

general

partner
the statement shall

The

name of each person

signing

offering

be typed or printed

beneath

the

signature

35