Ventree Innovations Inc. (Series A) Equity Crowdfunding

Overview

Ventree Innovations Inc. is a Canadian company registered in British Columbia in August 2018. The company can be described simply as an Agro-Forestry development organization.

The company was created to form a Joint Venture (JV) relationship with Priceless Farms (PF), a Ugandan company operating in East Africa and holding property in central Uganda in Kyoga District. PF holds 300 contiguous acres of land in the area and all its operations and facilities are contained within that property. The owners of PF are also partners in Ventree. The PF operation (the farm) is located in Central Uganda on the shores of Lake Kyoga through which the Nile River flows (Plot 6, Nakabale Village, Kasokwe Parish, Uganda).

The climate of the farm is tropical, and the soil genetics are ideal for the production of superior grade moringa leaf production and other phytochemical and nutraceutical organics.

Priceless Farms has been operating since 2016. The farm is a stunning example of re-forestation, permaculture design and community building by a for-profit organization and is recognized in the region by local governance and authorities as a model for future agricultural development of East Africa.

The focus of the company at this juncture is the production and export of Moringa Leaf Powder from Uganda to North America and Europe.

Moringa Leaf Powder is a rising star in the superfood market worldwide. Grown in tropical climates the product is steadily gaining market share in Natural Foods, Health & Beauty, Nutritional & Performance Enhancing Supplement markets, and as an excipient medium for pharmaceutical drug manufacturing.

With a greater demand for superior quality moringa products, growers and exporters must upgrade their growing, harvesting and processing standards to compete in the increasingly competitive demand for pure, medicinal-grade products and strict 3rd. party certification and validation.

Joint Venture partners Priceless Farms and Ventree Innovations Inc. are already producing and beginning to market superior grade Moringa Leaf Powder with the aims to capture a significant percentage of the Leaf Powder market in East Africa and export sales to Europe and North America.

Processing facilities located on Priceless Farms are recently updated and sufficient for early-stage production as we build our marketing network and expand production capabilities. These upgrades will allow Ventree and Priceless Farms to meet market demands and projected sales for 2021.

Crowdfunded Activities

Here's how Ventree Innovations Inc. is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Ventree Innovations Inc.

Company Website: https://ventreelife.com/
Head Office Address: Suite 704 - 595 Howe St. Vancouver BC V6C 2T5
Company Phone No: (604) 245-5956
Company Email Address: Investor@ventreeinnovations.com

Ventree Innovations Inc. is a Canadian company registered in British Columbia in August 2018. The company can be described simply as an Agro-Forestry development organization.

The climate of the farm is tropical, and the soil genetics are ideal for the production of superior grade moringa leaf production and other phytochemical and nutraceutical organics.

The focus of the company at this juncture is the production and export of Moringa Leaf Powder from Uganda to North America and Europe.

Offering Document

No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.

The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.

The Issuer

Full legal name: Ventree Innovations Inc.

Head office address: Suite 704 - 595 Howe St. Vancouver BC V6C 2T5

Telephone: (604) 245-5956

Email address: Investor@ventreeinnovations.com

Website URL: https://ventreelife.com/

Company Contact Person

Full legal name: Aaron Kim Elton

Position held with the issuer: President

Business address: #704 - 595 Howe St. Vancouver, BC V6C 2T5

Business telephone: (604) 245-5956

Business email address: Investor@ventreeinnovations.com

Issuer's Business

Ventree Innovations Inc. is a Canadian company registered in British Columbia in August 2018. The company can be described simply as an Agro-Forestry development organization.

The climate of the farm is tropical, and the soil genetics are ideal for the production of superior grade moringa leaf production and other phytochemical and nutraceutical organics.

The focus of the company at this juncture is the production and export of Moringa Leaf Powder from Uganda to North America and Europe.

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

Ventree is currently importing and selling the superfood Moringa Leaf Powder that is grown, processed and packaged on Priceless Farms for the production of nutraceutical grade organics. This required investment in the development of solar powdered processing and packaging facilities on the farm as it is off the electrical grid.

Early sales of the product began in Uganda in 2021 and the company funds a social responsibility program called Moringa for Kids that distributes the product to local schools and orphanages to provide badly needed nutritional meals for the children. We began importing and marketing 110-gram pouch packs to Canada suitable for wholesale and retail channels in Q4 of 2021. This is the first of several SKUs to be added to our superfood offerings.

The revenue from international sales will be used to fund future expansion of the Priceless Farm’s agricultural model, tree plantation and soil regeneration projects throughout East Africa to mitigate the effects of desertification in the region.

What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?

Superfood markets are growing exponentially throughout first-world countries. Large Agra companies are increasing their stake in this growing sector. Most of these organics are extracted from tropical, third-world countries. Most companies operate ethically and support the farmers; however, this is primarily a PR strategy that meets minimal expectations locally. Ventree has brought a community-oriented ethic into the heart of the organization and given the company a uniquely competitive advantage by developing a 5-stakeholder structure that rewards the farm and family farmers that live on the land an equal share of the pie. Also, because Priceless Farms is owned by the company, Ventree can deliver consistently superior grades of organics production because they are processed and packed on the farm and delivered directly to the end user avoiding the quality-killing rigors of handling the product through multiple supply chain channels, wholesalers, warehousing, distributors, and retailers.

At volume this will also make our margins greater and pricing more competitive. We expect to capture a significant share in the worldwide superfood markets in both B2B and B2C channels.

Ventree is also planning the development of an app that will allow individuals and businesses to invest in the value of trees planted and growing and producing valuable products that nurture the consumers that buy them while supporting and building the communities and people that produce them.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?

Over a 6-year period, Priceless Farms has regenerated the soils from the ancient jungle genetics of the land, brought back the people and animal habitats that support the rich fecund soil and turned it in to a profitable enterprise with products with international appeal.

Our flagship product is Moringa Leaf Power now being introduced into the Canadian market as a premium grade product delivered with the consumer promise; “Delivered From the Heart of Africa to You.” 2022 will see the addition of 4 to 6 additional product skews including; Moringa Oil, Moringa Tea, other teas and compounds that can all be produced in our current processing facilities. Facilities will also be expanded to increase output and in the later part of the year, we will begin the launch of our online sales program with the Ventree App. Our primary marketing and advertising channels will be online.

What are the major hurdles that the issuer expects to face in achieving its milestones?

Financing expansion; access to markets and land acquisition.

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

Marketing & sales; fund a public offering.

Has the issuer entered any contracts that are important to its business?

Yes, we have a MOI with a major nutraceutical formulation company based in Kenya & Uganda with North American markets.

Has the issuer conducted any operations yet?

Yes, our moringa fields are mature and our processing facilities are busy.

Where does the issuer see its business in 3, 5, and 10 years?

A player in international markets by year 3 and a multi-national purveyor of superfood organics by year 5 and hundreds of millions of trees planted through agro-forestry projects throughout Africa.

What are the issuer's future plans and hopes for its business and how does it plan to get there?

Our foundation is running and strong, our business and political connections in the country and the industry are deep and our reputation precedes us. As an organization we are well regarded and that has been our strength from the beginning. We are recognized as Ugandan and this opens doors and opportunities in the country that are difficult to open to foreign operators.

What is the issuer's management experience in running a business or in the same industry?

16 years on the ground in Uganda in various permaculture installation projects for a variety of clients, corporate, charitable and private.

Does the issuer have business premises from which it can operate its business?

Yes, a farm in central Uganda and an office and depot in North Vancouver, BC. Canada.

How many employees does the issuer have? How many does it need?

10 presently, an additional 5 by the end of 2022.

Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.

Incorporated company

Indicate the province, territory, or state where the issuer is incorporated or organized.

British Columbia

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the Head Office of the Issuer.

Issuer's Operations

Has never conducted operations

Is in the development stage

Is currently conducting operations

Financial statements available

Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities:

22,100,000 common shares and 380,000 Special Warrants

Management

Full legal name: Aaron Kim Elton

Municipality of residence: Kampala, Uganda

Position at issuer: President

Principal occupation for the last five years: Farm Management

Expertise, education, and experience that is relevant to the issuer's business:

Aaron Elton has been active in Permaculture Design and organic farming for over 17-years.

Number and type of securities of the issuer owned: 6,077,500 common shares

Date securities were acquired and price paid for the securities: October 1, 2021 $0.005/share

Percentage of the issuer's securities held as of the date of this offering document: 27.5 %

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

(b): has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlemtn agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

The person's involvement in any securities, insurance, or banking activity

A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct

(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Joseph Baxter Goodwin II

Municipality of residence: Kiwatule, Kampala, Uganda

Position at issuer: Director

Principal occupation for the last five years: Businessman

Expertise, education, and experience that is relevant to the issuer's business:

Higher education: Degree in Business Administration Minor in Spanish Columbia College, Columbia Missouri.

Number and type of securities of the issuer owned: 6,077,500 common shares

Date securities were acquired and price paid for the securities: October 2, 2021 $0.005/share

Percentage of the issuer's securities held as of the date of this offering document: 27.5 %

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:

Vested Technology Corp. (Vested.ca)

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available:

British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, Yukon

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal):

90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document, if any:

N/A

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.

Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.

Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Company or (ii) upon the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the special warrants or (iii) on that date that is 18 months from the date of issuance of the Special Warrants. Investors are advised to consult their own legal advisors in this regard.

Tag-along rights: N/A

Drag-along rights: N/A

Pre-emptive rights: N/A

Other:

N/A

Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:

N/A

Offering Details

	Total Amount ($)	Total number of eligible securities issuable
Minumum offering amount	$5,000	100,000
Maximum offering amount	$1,500,000	30,000,000
Price per eligible security	$0.05

Minimum investment amount per purchaser: $100

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Ventree Innovations Inc. that are raised using other prospectus exemptions.

Use of Funds

Information about any funds previously raised by the issuer:

The amount of funds previously raised:

$29,700

How the issuer raised those funds:

The issuer raised funds through a private placement. The Company issued 4,420,000 common shares at a price of $0.005 on October 2, 2021 and raised $7,600 @ $0.02 on March 15, 2022 utilizing the equity crowdfunding exemption.

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:

Private Issuer Exemption and equity crowdfunding exemption

How the issuer used those funds:

General working capital

Information about funds that will be raised from this crowdfunding distribution:

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Previous Start-Up Crowdfunding Distributions

Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:

The full legal name of the issuer that made the distribution: Ventree Innovations Inc.

The name of the funding portal: Vested Technology Corp. (“Vested”) (“Vested.ca”)

Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: Successfully completed

Compensation Paid To Funding Portal

The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:

1. Compensation:

1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:

(a) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts pursuant to section 5.1 above.

(b) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as [2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC] shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer. The Processing Fees are subject to change without notice.

(c) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 200,000 Compensation Special Warrants (the "Compensation Special Warrants").

(collectively, the "Fees").

Risk Factors

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

(a) The Issuer incorporated in 2018 and has just begun commercial sales in fall of 2020 and sales do not cover operating costs as yet. There is no guarantee that the issuer will generate sufficient earnings or pay dividends in the near future.

(b) Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.

(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them may be engaged in other projects or businesses that may arise from time to time.

(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.

(e) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares.

(f) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.

As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

Reporting Obligations

Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:

The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.

If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.

N/A

If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:

The number of shareholders party to the agreement: N/A

The percentage of voting shares of the issuer subject to the agreement: N/A

The name of the person acting as a trustee: N/A

Whether the trustee has been granted any additional powers: N/A

Whether the agreement is limited to a specified period of time: N/A

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.

Purchaser's Rights

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to cancel your agreement with Ventree Innovations Inc. to buy these securities, or

b) to damages against Ventree Innovations Inc. and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.

All Team Members & Relevant Parties

Aaron Kim Elton

Position at Issuer: President
Municipality of Residence: Kampala, Uganda
Email Address:
Principal Occupation for the Last Five Years: Farm Management
About:
Aaron Elton has been active in Permaculture Design and organic farming for over 17-years.

Joseph Baxter Goodwin II

Position at Issuer: Director
Municipality of Residence: Kiwatule, Kampala, Uganda
Email Address:
Principal Occupation for the Last Five Years: Businessman
About:
Higher education: Degree in Business Administration Minor in Spanish Columbia College, Columbia Missouri.

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