VIRA / Neuralbase AI Ltd. - SEC 보고서, 연례 보고, 기업 사업 설명서

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CIK 1130781
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Neuralbase AI Ltd.
SEC Filings (Chronological Order)
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May 20, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . BMP AI Technologies Inc. (Exact name of

May 15, 2026 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

May 1, 2026 EX-21.1

Jurisdiction of Incorporation

EXHIBIT 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of BMP AI Technologies Inc.: Name of Subsidiary Jurisdiction of Incorporation Ownership Percentage Bmp AI Holdings Inc. Wyoming 100%

May 1, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BMP AI Technologies, Inc. (Exact Name of Registrant as Spec

March 31, 2026 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

November 18, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . BMP AI Technologies, In

November 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . BMP AI Technologies Inc. (Exact name

October 9, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2025 (July 24, 2025)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2025 (July 24, 2025) BMP AI Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission (IRS Employer of Incor

October 9, 2025 EX-3.1

CERTIFICATE OF AMENDMENT

EXHIBIT 3.01

September 22, 2025 8-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 (August 5,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 (August 5, 2025) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission File Nu

September 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2025 (August 5, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2025 (August 5, 2025) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission (IRS Employ

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . NEURALBASE AI LTD. (Exact name of registr

August 1, 2025 EX-10.1

Asset Purchase Agreement dated July 29, 2025 by and between NeuralBase AI Ltd. and Ahmed Mohammed Zaheer Uddin (including Schedule 1.1)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 29, 2025, (the “Execution Date”) by and among, on one hand, NeuralBase AI Ltd., a Nevada corporation (“Buyer”), and Ahmed Mohammed Zaheer Uddin, an individual, (“Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties” to t

August 1, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2025 (July 29, 2025)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2025 (July 29, 2025) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of I

August 1, 2025 EX-10.2

Asset Transfer Agreement dated July 29, 2025 by and between NeuralBase AI Ltd. and Ahmed Mohammed Zaheer Uddin

EXHIBIT 10.2 ASSET TRANSFER AGREEMENT This ASSET TRANSFER AGREEMENT (“Agreement”) is made and entered into as of July 29, 2025, (the “Effective Date”) by and among, on one hand, NeuralBase AI Ltd., a Nevada corporation (“Assignee”), and Ahmed Mohammed Zaheer Uddin, an individual, (“Assignor”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Part

July 23, 2025 EX-10.1

Binding Memorandum of Understanding between Neuralbase AI Ltd. and Fifth Wall Building Contracting LLC, dated July 18, 2025

EXHIBIT 10.1 BINDING MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is entered into as of July 18, 2025 (the “Effective Date”), by and between: Fifth Wall Building Contracting LLC, a company organized and existing under the laws of the United Arab Emirates, with its principal place of business at Office #16, Second Floor, Al Naboodah Building, Al Quoz 3, Dubai, UAE (“Investor

July 23, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2025 (July 18, 2025)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2025 (July 18, 2025) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission File Number) (IRS Employer of I

May 21, 2025 EX-10.1

Asset Purchase Agreement dated May 19, 2025

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into as of May 19, 2025 (the “Execution Date”), by and between Neuralbase AI Ltd., a Nevada corporation (“Buyer” or “NBBI”), and Vighnesh Dabole, an individual, acting in his capacity as owner of the assets comprising BMP AI (formerly Nosha AI) (“Seller”). Buyer and Seller are sometimes referred to he

May 21, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 (May 14, 2025)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 (May 14, 2025) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission (IRS Employer of Incorporation) F

May 21, 2025 EX-10.2

Spinout and Separation Agreement dated May 20, 2025

EXHIBIT 10.2 SPINOUT AND SEPARATION AGREEMENT This SPINOUT AND SEPARATION AGREEMENT (the “Agreement”) is entered into as of May 20, 2025, by and between Neuralbase AI Ltd., a Nevada corporation (“Company”), and Frank Gomez (“Gomez”) (each a “Party,” collectively, the “Parties”). RECITALS WHEREAS, the Company previously developed, acquired, and operated the software platform and business known as M

May 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . NEURALBASE AI LTD. (Exact name of regist

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

April 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEURALBASE AI LTD. (Exact Name of Registrant as Specified i

March 28, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

February 19, 2025 424B4

NEURALBASE AI LTD. 40,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-284623 PROSPECTUS DATED FEBRUARY 19, 2025 NEURALBASE AI LTD. 40,000,000 Shares of Common Stock In this public offering we, “Neuralbase AI Ltd.” (the “Company” or “Registrant”) are offering 40,000,000 shares of our common stock, par value $0.0001 (“Common Stock”) at a fixed price of $0.01 per share for the duration of this offering (the “Offerin

February 13, 2025 CORRESP

NEURALBASEAI LTD. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota 00000l, Colombia

NEURALBASEAI LTD. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota 00000l, Colombia February 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance, Office of Trade and Services 100 F Street N.E. Washington, D.C. 20549 Re: NeuralbaseAI Ltd. Registration Statement on Form S-1 File No. 333-284623 Ladies and Gentlemen: In accordance with Rule 461 of the Securi

February 12, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 12, 2025

As filed with the Securities and Exchange Commission on February 12, 2025 Registration No.

February 5, 2025 LETTER

LETTER

February 5, 2025 Frank Gomez Chief Executive Officer Neuralbase AI LTD. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota 00000l, Colombia Re: Neuralbase AI LTD. Registration Statement on Form S-1 Filed January 31, 2025 File No. 333-284623 Dear Frank Gomez: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 re

January 31, 2025 S-1

As filed with the Securities and Exchange Commission on January 31, 2025

As filed with the Securities and Exchange Commission on January 31, 2025 Registration No.

January 31, 2025 EX-FILING FEES

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 ——— (Form Type) NEURALBASE AI LTD ————————————— (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule(1) Amount Registered(2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1)(3) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to be paid Equity Common Stock, par value $0.

January 31, 2025 EX-10.2

Form of Subscription Agreement *

EXHIBIT 10.2 SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of Neuralbase AI Ltd., a corporation organized under the laws of the State of Nevada (the “Company”). Accordingly, the Subscriber hereby agrees as follows: 1. Subscription. a. The Subscriber hereby subscribes for and agrees to accept from the Company that number of Sha

December 11, 2024 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 (November 26, 2024) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission (IRS Employer of Incorp

November 21, 2024 LETTER

LETTER

November 21, 2024 Frank Gomez President Neuralbase AI Ltd. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota CU 00000, Colombia Re: Neuralbase AI Ltd. Registration Statement on Form 10-12G, as amended Filed July 26, 2024 File No. 000-33325 Dear Frank Gomez: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and a

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . Commission File Number: 000-33325 NE

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-33325 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

November 13, 2024 CORRESP

2

November 13, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

November 13, 2024 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 4 . FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 4 . to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

November 12, 2024 LETTER

LETTER

November 12, 2024 Frank Gomez President Neuralbase AI Ltd. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota CU 00000, Colombia Re: Neuralbase AI Ltd. Amendment No. 3 to Registration Statement on Form 10-12G Filed November 1, 2024 File No. 000-33325 Dear Frank Gomez: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by p

November 1, 2024 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 3 . FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 3 . to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

November 1, 2024 CORRESP

November 1, 2024

November 1, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

October 28, 2024 LETTER

LETTER

October 28, 2024 Frank Gomez President Neuralbase AI Ltd. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota CU 00000, Colombia Re: Neuralbase AI Ltd. Amendment No. 2 to Registration Statement on Form 10-12G Filed October 9, 2024 File No. 000-33325 Dear Frank Gomez: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by pro

October 9, 2024 CORRESP

October 9, 2024

October 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance100 F Street, N.

October 9, 2024 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 2. FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 2. to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

September 26, 2024 LETTER

LETTER

September 26, 2024 Frank Gomez President Neuralbase AI Ltd. Calle 98 No.19 A - 79 AP 410 Localidad De Chapinero Bogota CU 00000, Colombia Re: Neuralbase AI Ltd. Amendment No. 1 to Registration Statement on Form 10-12G Filed September 11, 2024 File No. 000-33325 Dear Frank Gomez: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days b

September 11, 2024 CORRESP

August 23, 2024

August 23, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

September 11, 2024 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Calle 98 No.19 A -

August 21, 2024 LETTER

LETTER

August 21, 2024 Frank Gomez President Neuralbase AI Ltd. (f/k/a Viratech Corp.) 429 W. Plumb Lane Reno, NV 89509 Re: Neuralbase AI Ltd. (f/k/a Viratech Corp.) Registration Statement on Form 10-12G Filed July 26, 2024 File No. 000-33325 Dear Frank Gomez: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested in

August 16, 2024 EX-3.1

Certificate of Amendment filed with the Nevada Secretary of State (2)

EXHIBIT 3.1

August 16, 2024 EX-3.2

Certificate of Change Pursuant to NRS 78.209 citing Reverse Stock Split (2)

EXHIBIT 3.2

August 16, 2024 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 (August 5, 2024)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 (August 5, 2024) NEURALBASE AI LTD. (Exact name of registrant as specified in its charter) Nevada 000-33325 N/A (State or other jurisdiction (Commission (IRS Employer of Incorporati

July 26, 2024 EX-10.1

Asset Purchase Agreement dated May 16, 2024*

EXHIBIT 10.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26

July 26, 2024 EX-3.1

Amended and Restated Articles of Incorporation(1)

EXHIBIT 3.1

July 26, 2024 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 VIRATECH CORP. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 429 W. Plumb Lane Reno,

July 26, 2024 EX-3.2

Bylaws (1)

EXHIBIT 3.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

October 20, 2004 15-12G

15-12G

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE Date of Report (Date of earliest event reported): February 16, 2003 COMMISSION FILE NUMBER: 333-61838 Soleil Film, In

June 14, 2004 8-K

Current Report

8-K 1 sltvresign.txt RESIGNATION OF OFFICERS U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2004 COMMISSION FILE NUMBER: 333-56604 Soleil Film and Television, Inc. - (Exact name of registrant as specified in its charter) California

June 11, 2004 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 )

DEF 14A 1 sltv14a060804rev1.htm PROXY STATEMENT - SHAREHOLDER MEETING OMB APPROVAL OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response. . . . .12.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the registrant [

March 11, 2004 8-K/A

CHANGE OF ACCOUNTANT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2004 COMMISSION FILE NUMBER: 333-56604 Soleil Film and Television, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - - (State or jurisdictio

February 9, 2004 8-K

Current Report

8-K 1 soleil820604.txt ENGAGEMENT OF AUDITOR U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2004 COMMISSION FILE NUMBER: 333-56604 Soleil Film and Television, Inc. (Exact name of registrant as specified in its charter) Californ

October 17, 2003 SC 13D

STAR TALENT MANAGEMENT 13D

SC 13D 1 star13d.txt STAR TALENT MANAGEMENT 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ameridream Entertainment, Inc. - (Name of Issuer) Common Stock, $0.001 Par Value - (Title of Class of Securities) 02361P 10 3 - (CUSIP Number) Star Talent Management 629 State Street, #217 Santa Barbara, California 93101 - (Name, Address a

October 9, 2003 8-K

Current Report

8-K 1 amdr8ksoleil.txt NAME CHANGE AMERIDREAM TO SOLEIL FILM AND TELEVISION U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2003 COMMISSION FILE NUMBER: 333-56604 Ameridream Entertainment, Inc. - (Exact name of registrant as s

April 23, 2003 8-K

Current Report

8-K 1 amdr8k40303.txt APPROVED PROXY U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2003 COMMISSION FILE NUMBER: 333-56604 Ameridream Entertainment, Inc. (Exact name of registrant as specified in its charter) California 91-209051

April 23, 2003 8-K

Current Report

8-K 1 amdr8k40303.txt APPROVED PROXY U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2003 COMMISSION FILE NUMBER: 333-56604 Ameridream Entertainment, Inc. (Exact name of registrant as specified in its charter) California 91-209051

April 11, 2003 DEFR14A

REVISED PROXY

DEFR14A 1 amdra14a.txt REVISED PROXY SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION AMENDED PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy statement

April 11, 2003 DEF 14A

PROXY NAME CHANGE

DEF 14A 1 amdr14a41003.txt PROXY NAME CHANGE SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION AMENDED PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy s

April 11, 2003 8-K/A

8K AMENDMENT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2003 COMMISSION FILE NUMBER: 333-56604 Ameridream Entertainment, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - - (State or jurisdiction of in

April 10, 2003 8-K

Current Report

8-K 1 amdr8k41003.txt CHANGES IN CONTROL U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2003 COMMISSION FILE NUMBER: 333-56604 Ameridream Entertainment, Inc. - (Exact name of registrant as specified in its charter) California 91-2

November 12, 2002 10-Q

10-Q

10-Q 1 amdr902.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-

September 23, 2002 S-8

S8

S-8 1 amdss.txt S8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ameridream Entertainment, Inc. (Name of Small Business Issuer in its Charter) California 91-2090516 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification no.) 79811 "A" Country Club Drive Bermuda Dun

September 23, 2002 DEF 14A

PROXY STATEMENT

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION AMENDED PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

August 19, 2002 10QSB/A

10-QSB AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDMENT NO. 1 TO FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-56604 - Am

August 13, 2002 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-56604 - Ameri-Dream Entertain

July 9, 2002 10-K

FORM 10-K

10-K 1 mcso10k.txt FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2002 AMERI-DREAM ENTERTAINMENT, INC. Formerly known as Mc Smoothie's, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - (State or jurisdi

July 8, 2002 NT 10-K

NOTIFICATION OF LATE FILING 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Expires: May 31, 1997 NOTIFICATION OF LATE FILING (CHECK ONE): /x/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR hours per For the Quarter ended: March 31, 2002 / / Transition Report on Form 10-K SEC File No. / / Transition Report on Form 20-F / / Transition Report on Form 11-K / / Transition Report

July 3, 2002 NT 10-Q

NOTIFICATION OF LATE FILING

NT 10-Q 1 amdrnt33102.txt NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Expires: May 31, 1997 NOTIFICATION OF LATE FILING (CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /x/Form 10-Q / /Form N-SAR hours per For the Quarter ended: March 31, 2002 / / Transition Report on Form 10-K SEC File No. / / Transition Report on Form 20-F /

June 28, 2002 10-Q

NOTIFICATION OF LATE FILING

10-Q 1 amdrnt33102.txt NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Expires: May 31, 1997 NOTIFICATION OF LATE FILING (CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /x/Form 10-Q / /Form N-SAR hours per For the Quarter ended: March 31, 2002 / / Transition Report on Form 10-K SEC File No. / / Transition Report on Form 20-F / / T

June 20, 2002 8-K/A

Current Report

8-K/A 1 mcso8ka.txt 8K AMENDMENT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2001 COMMISSION FILE NUMBER: 333-56604 Mc Smoothie's, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - (State

May 15, 2002 8-K

Current Report

8-K 1 mcso8k.txt 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2001 COMMISSION FILE NUMBER: 333-56604 Mc Smoothie's, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - (State or jurisd

May 15, 2002 DEF 14A

PROXY STATEMENT

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION AMENDED PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

February 21, 2002 10QSB

QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB/A (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-56604 - McSmoothies, In

February 1, 2002 10-Q/A

10-Q AMENDMENT

10-Q/A 1 mcsmoo93001.txt 10-Q AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB/A (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION

February 1, 2002 10-Q/A

10-Q AMENDMENT

10-Q/A 1 mcs63001.txt 10-Q AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB/A (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NU

November 13, 2001 8-A12G

8-A12G

8-A12G 1 mcs8a.txt 8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 McSmoothies, Inc. - (Exact name of registrant as specified in its charter) California 91-2090516 - - (State or other jurisdiction of (IRS Employer I.D. Number) incorporati

October 18, 2001 10-Q

10-Q

10-Q 1 mcsmoo93001.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-5

August 14, 2001 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period to COMMISSION FILE NUMBER: 333-56604 - McSmoothies, Inc. - (

May 25, 2001 SB-2/A

SB-2 AMENDMENT AND PROSPECTUS

SB-2/A 1 mcsmoddi.txt SB-2 AMENDMENT AND PROSPECTUS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - AMENDMENT NO. 4 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - MC SMOOTHIE'S, INC. (Name of small business issuer in its charter) California 5810 91-2090516 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identifi

May 14, 2001 SB-2/A

SB-2 AMENDMENT AND PROSPECTUS

SB-2/A 1 mcsmoddis.txt SB-2 AMENDMENT AND PROSPECTUS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - AMENDMENT NO. 3 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - MC SMOOTHIE'S, INC. (Name of small business issuer in its charter) California 5810 91-2090516 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identif

May 2, 2001 SB-2/A

SB-2 AND PROSPECTUS

SB-2/A 1 mcsmoo.txt SB-2 AND PROSPECTUS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - MC SMOOTHIE'S, INC. (Name of small business issuer in its charter) California 5810 91-2090516 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.:

April 10, 2001 SB-2/A

SB-2 AND PROSPECTUS

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - MC SMOOTHIE'S, INC. (Name of small business issuer in its charter) California 5810 91-2090516 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.: 827 State Street, Suite 14 Santa Barbara

March 6, 2001 SB-2

SB-2 AND PROSPECTUS

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - MC SMOOTHIE'S, INC. (Name of small business issuer in its charter) California 5810 91-2090516 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.: 827 State Street, Suite 14 Santa Barbara, CA 93101 (805) 56

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