E.  Business Plan

Portions of the Clovis ai Business Plan, included as a separate document, were prepared by the Partnership using assumptions, including several forward looking statements. Each prospective investor should carefully review the Business Plan in association with this Memorandum before purchasing Units. Management makes no representations as to the accuracy or achievability of the underlying assumptions and projected results contained herein. See Exhibit A for details.

F.  The Offering

The Partnership is offering a minimum of 125,000 and a maximum of 1,000,000 Units at a price of $1.00 per Unit, $.001 par value per unit. Each purchaser must execute a Subscription Agreement making certain representations and warranties to the Partnership, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 506(C) . See “REQUIREMENTS FOR PURCHASERS” section.

G.  Risk Factors

See “RISK FACTORS” section in this Memorandum for certain factors that could adversely affect an investment in the Units. Those factors include, but are not limited to unanticipated obstacles to execution of the Business Plan, general economic factors and or the threat of world disease or war.

H.  Use of Proceeds

Proceeds from the sale of Units will be used to: Purchase inventory and help fund the payroll. See “USE OF PROCEEDS” section.

I.  Minimum Offering Proceeds – Escrow of Subscription Proceeds

The Partnership has set a minimum offering proceeds figure of $125,000 (the “minimum offering proceeds”) for this Offering. The Partnership has established an Investment Holding Account with Chase, into which the minimum offering proceeds will be placed. At least 125,000 Units must be sold for $125,000 before such proceeds will be released from the escrow account and utilized by the Partnership. After the minimum number of Units is sold, all subsequent proceeds from the sale of Units will be delivered directly to the Partnership. See “PLAN OF PLACEMENT – ESCROW ACCOUNT ARRANGEMENT” section.

J.  Partnership Units

Upon the sale of the maximum number of Units from this Offering, the number of issued and outstanding units of the Partnership’s stock will be held as follows:

Present Partners 38%

Unissued 62%

K.  Registrar

The Partnership will serve as its own registrar and transfer agent with respect to its Partnership Units.

L.  Subscription Period

The Offering will terminate on the earliest of:

(a) the date the Partnership, in its discretion, elects to terminate, or

(b) the date upon which all Units have been sold, or

(c) 5-1-2023, or such date as may be extended from time to time by the Partnership, but not later than 180 days thereafter (the “Offering Period”.)