A revolutionary powerful fuel additive for $3.5 trillion fuel market. Saves fuel by up to 8%, increases lubrication, decreases dangerous emissions up to 50%! User ROI up to 1000%. Micro dose of 1 to 5 grams treats 260 gallons of fuel. Our groundbreaking technology is 800x more effective than competing fuel additives and is priced up to 20x lower.
📈FuelGems believes the additive can generate $400+ million in revenue.
Patented technology which is up to 800x more powerful than competing additives.
🌍Reduces fuel consumption by up to 8% (user ROI up to 1000%) and reduces emissions by up to 50%.
🔥VC investor: Sputnik ATX. Managing Partner holds PhD in physics from Ivy League.
Why investors us
$911,940 since our founding
I invested in FuelGems for multiple reasons. Their team and product will change the world when it comes to using gasoline and diesel. Using diesel and gasoline produces emissions such as unburnt hydrocarbons and particulate matter which cause air pollution and cause heart disease and cancer. FuelGems will save lives. Equally important is the fact that only a tiny amount of 1 to 5 grams of their nanoparticles, which are made of carbon and are safe, are needed to treat 260 gallons of fuel. This is hundreds of times less of active materials than what competitors use in their additives. This tiny amount of additive needed makes FuelGems product very cheap and universally applicable across the huge $3.5 trillion worldwide fuel sector.
Kirill and his PhD scientists are an excellent mix of scientific and business talent. The technology is patented and ready for mass production. They bootstrapped the development of the fuel additive and its production method and their pricing of this round is a great bargain because such product would have cost million to develop if was done by a big company. I love the fact that they ran almost every possible type of test of their technology and the results are nothing short of amazing: reduction in greenhouse gasses by 50%, reduction in consumed fuel by 10%, increased lubrication of engine and components all while customers realize huge ROI numbers.
Their worldwide traction is also amazing. What I love even more is the fact that such a small amount of nanoparticles is needed to treat fuel. This lets them price multiple times cheaper than other fuel additives and win a huge market share very quickly. They didn’t spend any money on marketing and huge corporations are contacting them. Such strong demand means that their product is badly needed. They have traction with multi-billion Oil&Gas companies. Just one client of this caliber will bring $30 million in annual revenue. This is extremely exciting because getting 15 clients will sky rocket the company’s annual revenue into hundreds of millions relatively quickly. I believe the company has incredible growth ahead and I am very excited to get in with FuelGems at an early stage and to be the lead investor in this deal.
As a serial successful entrepreneur myself, I am strongly passionate for investing my capital into startups that have a potential massive impact on our planet and people. I have a very strict criteria that I look for, few things to mention such as a dedicated and talented team with proven track record, unique and protected IP, extensive testing of this IP, ability to have a massive impact to that industry, and vision to the investor to see an actual future return. The remaining 50% of my decision falls upon how big the impact will be on our planet and people. I feel that FuelGems has hit all of my requirements and more. I am excited to be an investor and can't wait to watch what is in store for the future!
Former Managing Partner of a VC accelerator fund: invested/grew over 15 start-ups, achieved exits. Advised Microsoft. Semifinalist of Cleantech Open. Award winning investment banker. Graduated UC Berkeley.
Jacek Jasinski, Ph.D.
Scientist and Team Leader at Conn Center for Renewable Energy Research, Post Graduate Researcher at Lawrence Berkeley National Laboratory, Ph.D. Semiconductor Physics at University of Warsaw, M.Sc. Solid State Physics at University of Warsaw.
Timothy Rose, Ph.D.
Automotive Engineer and Scientist
Senior Research Scientist in Materials Engineering in Novel Fuels for Transport at Cranfield University. Researcher at British Gas. Ph.D. Surface Science and Engineering at Cranfield University.
Irina Nazarova Ph.D.
Research Scientist and electrical engineer at various research centers, 4 awards for scientific achievements, author of 35 publications. Ph.D. Engineering Sciences from Kyiv Polytechnic Institute.
Yaroslav Bereznitsky, Ph.D. Candidate
Graduate Student Researcher and Chemical Engineer at National Academy of Sciences of Ukraine. Ph.D. Candidate 2020 at National Academy of Sciences of Ukraine.
Roman Tarasenko, Ph.D. Candidate
Graduate Student Researcher and Chemical Engineer at National Academy of Sciences of Ukraine, Ph.D. Candidate 2021 at National Academy of Sciences of Ukraine.
PR Newswire SAN FRANCISCO, March 20, 2019 /PRNewswire/ -- Silicon Valley startup FuelGems Inc. has released a cutting-edge nanotechnology that will help curb gasoline and diesel usage. After years of R&D, extensive university testing, and testing by regular drivers on a daily basis, the proprietary nanoparticle is ready for mass production.
Startup FuelGems has unveiled a new nanotechnology that it says will help curb gasoline and diesel usage. FuelGems' nanoparticle additive is able to decrease fuel consumption by 7-10%. The nanoparticles also act as a lubricant, increasing the lifespan of the engine, fuel injectors, and fuel pump.
FuelGems - Making Fuel More Efficient and Clean for Great Savings, Cleaner Air and More Sustainable Planet.
And the biggest corporations in the world want in.
FuelGems' incredibly powerful fuel additive skyrockets the cleanness and performance of Gasoline, Diesel and Bio-fuel used for all modes of transport and electricity generation.
The additive reduces fuel consumption by up to 8%, increases lubrication of the engine and its components and reduces greenhouse gasses and dangerous emissions by up to 50%!
A tiny amount of 1-5 grams of our environmentally friendly active material is needed to treat 260 gallons of fuel. This is a whooping 800 times less than some competing fuel additives.
The additive is very affordable and easy to use in the massive $3.5 trillion fuel industry. It can be added to fuel by anyone who operates any mode of transport, gas station operators or refineries.
Diesel and gasoline will power 80% of all vehicles by 2050.Fuel is not efficient, dangerous and deadly for the environment and human health.
The world needs a solution today.
Dr. Oksana Malysheva - Managing Partner at Spuntik ATX & Ph.D. Physicist from University of Pennsylvania
Joe Merrill - Partner at Sputnik ATX
Volodymyr Khmurych, CFA - Angel Investor
Oleksiy Lyubynskyy- CEO at Rentberry
FuelGems additive is easy to use. Nanoparticles are dissolved in gasoline or another solvent, then this solution is added to fuel.
FuelGems is currently at a pilot and pre-pilot stage with some of the world’s largest corporations. We believe, based on our experience in business,demand from such large corporations signals this product is red hot. If the three companies in the pilot stage convert to clients, at full capacity, have the potential to deliver about $50 million in annual revenue to FuelGems.
We believe we can price our additive up to 20x less than competition and this pricing advantage will allow us to dominate the market world-wide. We believe we can generate up to $400 million in annual revenue from only 15-20 clients.
FuelGems believes it is on a trajectory to become a billion dollar company.
Our immediate goal is to provide our additive to the largest and most lucrative segments.
We estimate that one refinery alone would result in $27 million in annual revenue. There are 220 refineries in USA and Europe.
We estimate that a gas station operator with 500 stations would result in $12 million in annual revenue. There are 220,000 gas stations in USA and Europe.
FuelGems has demand in key regions of the massive $3.5 trillion fuel market.
FuelGems has the potential to generate annual revenue of $400 million to $1 billion. At this revenue FuelGems will do an IPO or can be acquired by a company such as Chevron or BP.
FuelGems’ CEO is an award-winning business leader who has vast experience and a winning track record in investing in and running companies, with a number of his startups having achieved successful exits.
Our world-class scientific team consists of six Ph.D. scientists in disciplines such as chemical engineering, nanotechnology, electro-chemical engineering, physics, chemistry and automotive engineering.
The scientific team developed a groundbreaking plasma generator that creates powerful carbon-based nanoparticles. These nanoparticles are combined with gasoline or another solvent and are then added to fuel.
FuelGems completed state of the art testing on engines at multiple research institution facilities. The reduction in fuel consumption of 8% was achieved with nanoparticle concentration of 3 grams per 260 gallons of fuel and the reduction of unburnt hydrocarbons by 49.5% was achieved with nanoparticle concentration of 5 grams per 260 gallons of fuel.
What makes these nanoparticles so special is this: Only a micro-dose of 1 to 5 grams of these nanoparticles is needed per 260 gallons of fuel. Some standard fuel additives typically require anywhere 200x to 800x more additive for the same amount of fuel. In addition, our additive comes at a fraction of the cost of competitors (3x – 20x lower) due to our special manufacturing process. We believe, the end result is that our nanoparticle will create never-before-seen levels of savings and ROI for the fuel industry and reductions in emissions.
But it gets better – because our additive is as powerful as it is flexible. It can be added at the refinery level, at the distributor level (added to directly to gas stations, underground tanks and more) or even to fuel tanks by individual drivers.
We believe, the carbon-based nanoparticles are also completely safe for the environment and will gain EPA registration. EPA allows registration and usage of fuel additives which are made from Carbon, Hydrogen, Nitrogen, Oxygen and Sulfur.
On top of this, we’ve taken exhaustive measures to test our additive for over 5 years at various research institutes and in over 1,000,000 miles of real-world driving in order to guarantee safety and environmental effectiveness.
We’ve taken every measure to ensure that our solution leads to cleaner air, a better planet and a brighter future for all.
What does your company do?
We developed a revolutionary fuel additive that greatly improves the cleanness/performance of Gasoline, Diesel, Bio-fuel. Tiny amount of 5 grams of nanoparticles are needed to treat 260 gallons of fuel, making our additive one of the most powerful and affordable on the market. Users gain up to 1000% ROI. Our additive reduces greenhouse gas and emissions up to 50%, increases engine/fuel pump lubrication and saves fuel.
Where will your company be in 5 years?
We hope to expand rapidly to serve the needs of the massive worldwide fuel market. We believe we can sell our product at a price that is up to 20x+ less than some competitors and results up to 1000% ROI for clients. Increasing the price 2x could potentially result in $500-$800 million of annual revenue while still delivering up to 500% ROI for our clients. These projected revenue levels are based upon us obtaining at least 20 clients. Our goal is to become a billion-dollar company.
Why did you choose this idea?
A revolutionary powerful fuel additive for $3.5 trillion fuel market. Saves fuel by up to 8%, increases lubrication, decreases dangerous emissions up to 50%! User ROI up to 1000%. Micro dose of 1 to 5 grams treats 260 gallons of fuel. Our groundbreaking technology is 800x more effective than competing fuel additives and is priced up to 20x lower.
How far along are you? What's your biggest obstacle?
Our technology is fully developed, tested, patented and ready for mass production. We are in pilot stages with clients which potentially could generate over $50 million in revenue in about 1 year once finalized. Our pipeline has the potential to bring over $100 million annual revenue. Our biggest obstacle is to expand production fast enough to meet the customer demand for trials and purchases. None of these future projections are guaranteed.
Who competes with you? What do you understand that they don't?
We believe we have no direct competitors because we’ve developed the most advanced and powerful solution in history. Our breakthrough additive will dramatically increase the cleanness and efficiency of fuel at a level that can’t be matched. This is because our active ingredient is added in proportion of 1-5 grams to 260 gallons of fuel (up to 800x less than some competition). Our one-of-a-kind combination of incredible effectiveness and incredible affordability puts our additive in a class of its own. The minuscule amount of additive needed to outperform every other existing additive allows us to price up to 20x+ less than additives on the market and move into wholesale to rapidly capture a very large market share very quickly.
How will you make money?
FuelGems will license the technology, outsource the production to a chemical company and/or produce in house.
FuelGems will sell to refineries, gas stations operators and fleets. Due to our very low price of 2 cents to treat 1 gallon of gasoline, we expect the savings and ROI for each and every customer will be significant, making the decision to switch to FuelGems a very easy one.
We estimated that a small gas station operator with 500 filling stations alone will generate $12 million in annual revenue. Our estimates show one refinery will generate $27 million in annual revenue. There are over 220,000 gas stations and 220 refineries in USA and Europe alone.
Our estimates show that only 30 refineries as clients will generate over $800 million in annual revenue for FuelGems.
What are the biggest risks? If you fail, what would be the reason? What has to go right for you to succeed?
We have 7 clients that are multi-billion and multi-million dollar companies in a pilot and pre-pilot stage. Because of our established production process and low cost of materials, our biggest risk is that we will may not be able to scale fast enough to meet demand. Additional funding will help us secure the additional resources, equipment and people to do this.
What is your client traction and revenue?
We are in a pilot and pre-pilot phase with multi-billion dollar companies such as BP, Suncor Energy, PKN ORLEN. While the R and D was mostly funded by the founders we need funding to expand production to meet the current demand. Once we expand production capacity FuelGems will have the capacity generate $50 million in the next two years.
Will you have another fundraise?
We would like to increase shareholder value and minimize dilution. If we raise additional capital after this offering we expect that our valuation will be significantly higher due to the milestones we hope to achieve between now and the future financing. We believe our next round will be at valuation of around $30-$50 million. Our preferred strategy to grow production capacity is to utilize:
2. Customer prepayments to grow capacity
3. Secure bank debt using customer contracts
This approach will minimize investor dilution without sacrificing company growth and increasing valuation.
Is your technology ready and what is your production capacity?
Our technology is ready to be mass produced or licensed. We‘ve developed and perfected a proprietary production method (our very own plasma generator) in order to produce our nanoparticles at a very low cost. We’ve also spent the last 5 years designing and testing the right nanoparticle for maximum effect on fuel.
Our current production capacity allows us to treat 75,000 gallons of fuel per month. This is achieved using the generator shown in the video. We look forward to expand our capacity greatly with additional funding.
What tests have you done that you know your technology works?
We’ve completed over 30 in-depth tests (listed below) with a high degree of complexity in the areas of nanotechnology, anti-friction properties and engine bench tests. Our friends and colleagues have driven over 1 million miles with our additive and are extremely happy with the fuel savings. Here are some of the tests we’ve completed:
Nanotechnology, atomic, molecular and chemical testing
-Atomic force microscopy
-Transmission electron microscopy
-Scanning electron microscopy
-X-ray fluorescence spectroscopy
-Qualitative chemical analysis
-Energy-dispersive X-ray spectroscopy
Tribology and friction
-Liquid phase electron microscopy
-Differential-phase laser scanning profilometer
-Fuel pump, testing surfaces of various fuels
-4-Ball wear test
Internal combustion engine testing
-Internal combustion gasoline engine bench test
-Internal combustion diesel engine bench test
-Internal combustion engine gas analyzer tests
-Real-life testing over 1,000,000 miles driven in real cars
Do you have VC investors?
FuelGems is backed by an early stage venture capital fund and accelerator Sputnik ATX. A partner at Sputnik ATX, Dr. Oksana Malysheva is also a scientist. She received her PhD in physics from University of Pennsylvania and understand the technology well.
FuelGems founder Kirill Gichunts financed the company. Kirill worked as a managing partner at a venture capital accelerator fund, part of an investment holding with $3bn in assets, where he made over 15 investments into startups, helped grow the companies and achieved exits and successful growth stories.
Is your additive registered with the EPA?
EPA allows registration and usage of fuel additives which are made from Carbon, Hydrogen, Nitrogen, Oxygen and Sulfur. Our nanoparticles are mostly made from carbon, thus we believe we will gain EPA registration. Moreover, the additive is environmentally safe.
Where will your company be in 10 years?
Our goal is to expand rapidly and grow our business into a billion-dollar company by executing our strategy. The more additive we sell the cleaner our air will be. We plan to do a IPO or become acquired within the next 10 years.
Why does your technology work?
We believe our technology highly advanced and is the result of some of the brightest minds in various fields and years of extensive research and development. The result is cutting-edge production method which uses a proprietary way to form and apply plasma. Specifically, we’ve developed unique spherical carbon nano-sized clusters and designed a way to stabilize these nanoparticles so that it easily disperses in fuel and avoids agglomeration. This method avoids the problems existing fuel additives face and place our solution in a class of its own.
How did FuelGems develop its technology?
Our team of world-class scientists developed the technology over 5 years. We’ve invested hundreds of thousands of dollars in R and D budget in order to create a new class of fuel additive that we believe is unlike anything the world has ever seen before.
How did the recession and Covid19 impact your company?
The recession has had some positive impacts FuelGems since companies and people are now much more concerned about reducing expenses – and for fuel our additive is one of the best ways to do so while simultaneously increasing performance. A retail operator with $25 billion in annual revenue and thousands of trucks has contacted us and is interested to use our additive to significantly save on fuel. We believe other companies, big and small, will seek savings on fuel expense.
We understand that the impact of corona virus on the fuel industry generally has resulted in lower demand for fuel. The impact of Covid-19 on our operations, however,
The fuel market is enormous at about $3.5 trillion. While there was a decrease in fuel use for individual drivers and air travel, the demand for fuel remained steady for freight use (delivering freight via trucks, trains and ships). One lengthy ship voyage can use up millions of dollars in fuel, and the use of our additive can cut this number down significantly.
Also, countries and islands use diesel to produce electricity (which our additive greatly cleans and improves). Hawaii generates 80% of electricity from diesel, Jamaica 90%, Saudi Arabia 55%, Israel 21%, Mexico 19%, Japan 20%. Electricity production will remain steady.
How do you protect your intellectual property?
FuelGems technology works as it is powered by the team’s large number of marvelous discoveries. In order to protect these we’ve retained a world-renowned IP law firm, Knobbe Martens, and have filed a provisional patent in 2019 and a full PCT patent in 2020 which gives us world-wide protection. Our top priority is safeguarding this incredible technology for the benefit of our companies and our investors.
What is your additive made of?
The key ingredients of our fuel additive are specially designed carbon nanoparticles. They are environmentally safe. The nanoparticles are added to gasoline or another solvent which is then added to fuel which is to be used. The proportion of nanoparticles to ”final user fuel” is 1-5 grams per 260 gallons.
How can your additive be used?
Our additive is extremely accessible and can be used very easily. Individual drivers can add the additive to fuel tanks when filling up. Gas stations operators can add the additive to underground fuel storage tanks when refilling them. Refineries can add the additive to fuel during the refining process.
Is your technology and additive difficult to produce?
Not at all – and this is thanks to the significant amount of time we’ve spend perfecting our production process. The end result is that we can easily produce our additive in large quantities despite our highly proprietary technology. The equipment used in the production process is standard laboratory materials and equipment. The plasma generator used to produce the nanoparticles are built using inexpensive common materials.
FuelGems has financial statements ending December 31 2019.
Our cash in hand is $1,500, as of July 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $5,000/month.
At a Glance
to December 31
Short Term Debt
Raised in 2019
Cash on Hand
As of 07/17/20
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We developed a revolutionary fuel additive that greatly improves the cleanness/performance of Gasoline, Diesel, Bio-fuel. Tiny amount of 5 grams of nanoparticles are needed to treat 260 gallons of fuel, making our additive the one of the most powerful and affordable on the market. Users gain up to 1000% ROI. Our additive reduces greenhouse gas emissions up to 50%, increases engine/fuel pump lubrication and saves fuel. Our additive has been exhaustively tested and is ready for mass production.
We hope to expand rapidly to serve the needs of the massive worldwide fuel market. We believe we can sell our product at a price that is 3x to 20x+ less than some competitors and results up to 1000% ROI for clients. Increasing the price 2x could potentially result in $500-$800 million of annual revenue while still delivering up to 500% ROI for our clients. These projected revenue levels are based upon us obtaining at least 20 clients. Our goal is to become a billion-dollar company. These projections cannot be guaranteed.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
FuelGems Inc. was incorporated in the State of Delaware in March 2019. The company owns all patents and IP.
Since then, we have:
The most powerful and clean fuel additive in history.
Game-changing technology for the entire $3.5 trillion fuel market.
Revenue potential from pilot clients $50+ million.
VC investor: Sputnik ATX. Managing Partner holds PhD in physics from Ivy League.
Historical Results of Operations
Revenues & Gross Margin. For the period ended December 31, 2019, the Company had revenues of $0.
Assets. As of December 31, 2019, the Company had total assets of $27,699, including $24,026 in cash.
Net Loss. The Company has had net losses of $47,301 for the fiscal year ending on December 31, 2019.
Liabilities. The Company's liabilities totaled $0 for the fiscal year ended December 31, 2019.
Liquidity & Capital Resources
To-date, the company has been financed with $50,000 in equity.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 10 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 6 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
FuelGems Inc. cash in hand is $1,500, as of July 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $5,000/month, for an average burn rate of $5,000 per month. Our intent is to be profitable in 4 months.
We have demand for the product from several clients and expect (but do not guarantee) that our revenues to reach $1 million in first six months. We expect our expenses to be high during our initial growth the first 6 months to 12 months, equal to our revenue, as all our revenue and funding will be used to fuel further growth which includes acquisition of hardware, labor and working capital.
At this point the founder, Kirill Gichunts, is using his own capital to fund the company. We believe we can get to a revenue generating place if we raise at least $100,000.
A note from Wefunder. Unlike companies on the NASDAQ, early-stage startups have little operating history. Financial analysis is not as useful when there is limited data. It's more important to predict the size of the future market. If the founder achieves their vision, will enough customers pay the company enough money?
It's also common for fast-growing startups to lose money even faster: they are investing in future growth. In these cases, it's often better to check if the Cost of User Acquisition (CAC) is lower than the Lifetime Value (LTV) of that customer. If one spends $1000 today to make $10,000 over the next five years, that may be a smart bet. Amazon is a famous example of re-investing potential profits to maximize growth over 20 years.
A potential lack of use or public interest in the FuelGems product and change in the legal and regulatory environment in fuel and fuel additives could negatively impact FuelGems’s business operations and revenue streams.
The Company may never receive a future equity financing that results in the conversion of the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities until they automatically convert to Common Stock. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
FuelGems’s current business model is built on a product that has demonstrated performance with variance in results in real life and in research institution/university testing and the leadership has assembled a quality team to grow the company. However, it is possible that the company will not be able to successfully implement future components of the business model, manufacturing using its own equipment to produce the nanoparticles or having the nanoparticles deliver the stated results. If FuelGems is unable to deliver these items, or the market does not respond positively to them, some or all of the usefulness of FuelGems product may be at risk, despite any corrective actions FuelGems may take.
Although FuelGems intends for the FuelGems product to have the stated effects, specifications, uses and applications, FuelGems may make changes to such effects, specifications, uses and applications for any number of reasons.
FuelGems may rely on third parties to develop and build out components of the product or its manufacture. FuelGems may be unable to retain third parties with the requisite expertise, and those it does retain may not adequately perform their obligations under an agreement with FuelGems.
FuelGems’s success depends on its continued innovation and increase in the output of the product to provide products that are useful for users. If FuelGems is unable to continue offering high-quality, products, it may be unable to attract additional users or retain current users, which could harm FuelGems’s business, results of operations and financial condition. In addition, FuelGems’s success depends on its ability to continue to attract users to its product.
If FuelGems runs out of cash and not able to successfully monetize the technology and/or raise additional capital, it may need to liquidate the business.
A prolonged downturn in one or more of the economies in the countries where FuelGems operates and intends to operate would result in reduced demand and will affect the ability of FuelGems product to generate significant revenue.
Forward looking statements and projections are subject to a number of assumptions, risks and uncertainties which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements and projections. These and other factors could adversely affect the outcome and financial effects of the plans and events of FuelGems and may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
No statement is intended to be nor may be construed as a profit forecast. Prospective investors are cautioned not to invest based on these forward-looking statements and projections.
An investment in FuelGems is speculative and may involve substantial investment and other risks. Such risks may include, without limitation, risk of adverse or unanticipated market developments, risk of market competition, risk with respect to the execution of FuelGems’s business objectives, and risk of illiquidity. The performance results of an investment in FuelGems stock can be volatile. No representation is made that the FuelGems will achieve certain performance goals or that any investment in FuelGems will make any profit or will not sustain losses. Past performance is no indication of future results. There may be no secondary market for the FuelGems stock and it may be subject to substantial transfer restrictions.
FuelGems develops new and novel and experimental technology. In addition to the risks outlined, there are other risks associated with FuelGems, including those that FuelGems cannot anticipate.
Our business could be adversely affected by the effects of health epidemics, including the recent COVID-19 outbreak, in regions where we, or third parties on which we rely have distribution centers, concentrations of suppliers and sales and marketing teams or other business operations. The COVID-19 pandemic could materially affect our operations, as well as the business or operations of our suppliers, contractors, customers and other third parties with whom we conduct business. The effects of the public health directives and orders, may negatively impact our productivity, disrupt our business and delay our timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course.
The Company currently, in an effort to attract investors, offers certain benefits (rewards/perks), free of charge. For example, future users of FuelGems product are given discounts. At some point, however, FuelGems may abandon the discounts and benefits that have been or are being provided would no longer be benefits.
The Company may change its financial monetization strategy in the future that can drastically impact financial projections. For example, the Company may elect for a longer period to offer free products in order to attract more customers/users. Such decisions may impact the financial plan and projections that were stated earlier by the management.
Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.
FuelGems’s existing and potential competitors include, but are not limited to, companies that operate, or could develop nanotechnology based fuel additives. These companies could devote greater technical and other resources than FuelGems has available, have a more accelerated timeframe for deployment and leverage their existing customer bases/distribution network and proprietary technologies to provide products that users might view as superior to FuelGems’s offerings. Any of FuelGems’s future or existing competitors may introduce different solutions that attract users or provide solutions similar to FuelGems’s but with better branding or marketing resources. If FuelGems is not able to continue to attract users of it product, FuelGems’s business, results of operations and financial condition would be harmed.
Our prospects must be considered in light of the risks that any new company encounters. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
There is no assurance that you will realize a return on you investment or that you will not lose your entire investment. For this reason, you should read this Form C and all Exhibits carefully and should consult with your own attorney and business advisor prior to making any investment decision.
The financial projections included in this Form C and all other materials or documents supplied by us should be considered speculative and are qualified in their entirety by the assumptions, information and risks disclosed in this Form C. The financial projections have not been prepared based upon certified public accounting standards and have not been reviewed by an independent accountant. The assumptions and facts upon which such projections are based are subject to variations that may arise as future events actually occur. The financial projections included herein are based on assumptions made by us regarding future events. There is no assurance that actual events will correspond with these assumptions. Actual results for any period may or may not approximate such financial projections. Potential investors are advised to consult with their tax and business advisors concerning the validity and reasonableness of the factual, accounting and tax assumptions. Neither we nor any other person or entity makes any representation or warranty as to the future profitability of an investment in our securities.
The securities that you are acquiring are not freely tradeable until one year from the initial purchase date. Although the securities be tradeable under federal securities law, state securities regulations may apply and each investor hould consult with his or her attorney.
The Company has the right to extend the Offering deadline. This means that your investment may continue to be held in escrow while the Company attempts to raise the target amount even after the offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new offering deadline is reached.
Temporary Rule 201(z)(2) provides temporary relief from certain financial information requirements by allowing issuers to omit the financial statements required by Rule 201(t) in the initial Form C filed with the Commission. This offering has commenced in reliance of Temporary Rule 201(z)(2) and, as a result, the following must be disclosed: (i) the financial information that has been omitted is not otherwise available and will be provided by an amendment to the offering materials; (ii) the investor should review the complete set of offering materials, including previously omitted financial information, prior to making an investment decision; and (iii) no investment commitments will be accepted until after such financial information has been provided.
The Board of Directors
CEO @ FuelGems Inc.
3,550,000 Common stock
Past Equity Fundraises
Related Party Transactions
Use of Funds
93.5% Will be spent on laboratory and hardware, manufacturing facility, primary payroll and lean marketing. The focus will be to continue building the customer base, build up the production to supply the customer base with the additive. 6.5% WeFunder fee.
30% Payroll and related expenses for production of the FuelGems fuel additive. 45% Production facility which includes hardware, equipment, laboratory rent, imaging, testing and patents. 18.5% is customer development which includes sales, marketing and PR payroll and related costs. The focus will be to expand production and move customers from pilot to full-fledged customers. 6.5% WeFunder fee.
Class of Security
Securities (or Amount) Authorized
Securities (or Amount) Outstanding
Form C Filing on EDGAR
The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.
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Legal May 16th 2016
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