GRAYSTONE S-1/A Filing by GYST-Agreements

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									                                                                                                             Commission Number 333-________




                                         UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                                         WASHINGTON, D.C. 20549




                                                              FORM S-1/A


                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                                   THE GRAYSTONE COMPANY, INC.
                                               (Exact name of registrant as specified in its charter)

                Delaware                                                 7310                                          27-3051592
      (State or other jurisdiction of                       (Primary Standard Industrial                      (IRS Employer Identification No.)
     incorporation or organization)                         Classification Code Number)

                                              2620 Regatta Drive, Ste 102, Las Vegas, NV 89128
                                               (Address of principal executive offices) (zip code)

                                                                 (702) 582-5535
                                              (Registrant’s telephone number, including area code)

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer                                                                     Accelerated filer                     
Non-accelerated filer            (Do not check if a smaller reporting company)              Smaller reporting company             
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                                                CALCULATION OF REGISTRATION FEE

                                                                                                        Proposed
                                                                                   Proposed             maximum
                                                                                   maximum              aggregate
                                                           Amount to be          offering price       offering price          Amount of
Title of each class of securities to be registered(1)       registered            per share(2)            (US$)            registration fee(3)
Class A Common Stock, par value $.0001                        65,000,000       $             .003    $        195,000     $              26.60
Total Registration Fee                                                                                                    $              26.60


(1) An indeterminate number of additional shares of Class A Common Stock shall be issue-able pursuant to Rule 416 to prevent dilution
    resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically
    be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

(2) The offering price has been arbitrarily determined and bears no relationship to assets, earnings, or any other valuation criteria. No
    assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

      Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide
(3)
      estimate of the maximum offering price.

(4) The Offering will be valid for 180 days after this registration statement becomes effective.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT
BE SOLD UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

                                                                                                             PROSPECTUS, Dated _________


                                   THE GRAYSTONE COMPANY, INC.
                                                         A DELAWARE CORPORATION

                                                 65,000,000 Shares of Class A Common Stock
                                                              $0.003 per share

This prospectus relates to the resale of up to 65,000,000 shares of Class A common stock of The Graystone Company, Inc. (“we” or the
“Company”), par value $0.0001 per share, issuable to SC Capital, Inc., a California Corporation (“SC Capital”), pursuant to an investment
between us and SC Capital. The investment agreement permits us to “put” up to $1,500,000 in shares of our Class A common stock to SC
Capital over a period of up to thirty-six (36) months. We will not receive any proceeds from the resale of these shares of common stock.
However, we will receive proceeds from the sale of securities pursuant to our exercise of the put right offered by SC Capital. SC Capital is
deemed an underwriter for our common stock.

The Selling Shareholders may sell all or a portion of the Common Stock from time to time, in amounts, at prices and on terms determined at the
time of the offering. The Class A Common Stock may be sold by any means described in the section of this prospectus entitled "Plan of
Distribution" beginning on page 12.

Our auditor has expressed substantial doubt about our ability to continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 1 to the financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We will pay all expenses incurred in this offering.

Our Common Stock is presently quoted on the Over-the-Counter (OTC) under the ticker symbol “GYST”. On January 9, 2013 the closing
price of our Class A common stock was $0.003.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Until ________, 2013, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

                                                      The date of this prospectus is ___________
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                                                       TABLE OF CONTENTS

                                                                                        Page
Prospectus Summary                                                                         1
Our Company                                                                                1
The Offering                                                                               3
Risk Factors                                                                               4
Use of Proceeds                                                                           11
Determination of Offering Price                                                           11
Dilution                                                                                  11
Selling Security Holders                                                                  12
Plan of Distribution                                                                      12
Description of Securities to be Registered                                                15
Interests of Named Experts and Counsel                                                    17
Information with Respect to Registrant                                                    17
Registrant Overview                                                                       17
Business of Registrant                                                                    17
Facilities                                                                                20
Involvement in Legal Proceedings                                                          20
Market Price and Dividends                                                                21
Management's Discussion and Analysis of Financial Condition and Results of Operations     22
Identification of Directors and Executive Officers                                        23
Executive Compensation                                                                    26
Security Ownership of Certain Beneficial Owners                                           26
Certain Relationships, Related Transactions, Director Independence                        27
Incorporation By Reference                                                                29
Commission’s Position on Indemnification On Securities Act Violations                     29
Where You Can Find Additional Information                                                 29
Financial Statements                                                                     F-1
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                                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This following information specifies certain forward-looking statements of management of the Company. Forward-looking statements
are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified
by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue,
or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable.
Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.

          The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of
future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the
identification and interpretation of data and other information and their use in developing and selecting assumptions from and among
reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary
substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking
statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information
are accurate, and we assume no obligation to update any such forward-looking statements.
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Item 3: Summary Information and Risk Factors.

                                                         PROSPECTUS SUMMARY

         The following summary highlights material information contained in this prospectus. This summary does not contain all of the
information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus
carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other
available information referred to in the section entitled “Where you can find more information” in this prospectus and any amendment or
supplement hereto. Unless otherwise indicated, the terms the “Company,” “Graystone” “we,” “us,” and “our” refer and relate to The
Graystone Company, Inc.

Our Company

The Graystone Company, Inc. (“Graystone”, “we”, “us”, “our”, the "Company" or the "Registrant") was originally incorporated in the State of
New York on May 27, 2010 under the name of Argentum Capital, Inc. Graystone was reincorporated in Delaware on January 10, 2011 and
subsequently changed our name to The Graystone Company, Inc on January 14, 2011. Graystone is domiciled in the state of Delaware, and its
corporate headquarters are located in Lima, Peru and maintains it US executive office in Las Vegas, Nevada for mailing purposes. The
Company selected December 31 as its fiscal year end.

The Graystone Company, Inc. is a holding company whose primary operating activities involve acquiring and developing mining properties
amenable to low cost production. In January 2012, the Company launched a new division that sells gold, silver and other precious metals to
retail buyers. The Company also operates other divisions that include a marketing division, real estate division, and consulting
division. Information about the Company, including a link to our most recent financial reports filed with the Securities and Exchange
Commission (“SEC”), can be viewed on our website at www.graystone1.com .

          The Company began mining operations in January 2011 and operates through the Company’s wholly owned subsidiary Graystone
Mining, Inc., a Nevada Company. This Division is engaged in the business of acquiring gold, silver, precious metal and gems and other
mineral properties with proven and/or probable reserves. The Company has currently begun mining operations in Peru and recently entered
into a joint venture in Suriname.

          Graystone Mining focuses on acquiring properties that require a lower capital investment to begin mining operations. This approach
may reduce the size of the deposits that the Company can acquire. However, by generating revenue from smaller mining ventures, the
Company can build a solid foundation and the needed infrastructure to undertake larger and more costly ventures, such as hard rock projects.
Thereby the Company is focusing initially on alluvial mining (surface mining) projects, the Company can begin generating a positive cash flow
for a smaller capital investment. As such, the Company does not engage in general exploration activities. Exploration involves the
prospecting, sampling, mapping, drilling and other work involved in searching for ore on properties. Exploration is time consuming and costly
as it requires an evaluation of the land's geology, analyst of the geochemistry of soil sediment and water, and drilling of numerous test holes
and testing these for the presence of minerals. The Company instead focuses on acquiring or entering into joint ventures with entities that have
already found, through exploration, proven or probable mineral ore reserves. This allows the Company to focus its attention on processing
mineral resources instead of having to also have exploration activities to locate new sites that may have mineral ore deposits.

         In 2011, the Company acquired Grupo Minero Inca S.A.C., a Peruvian Company (“GMI”). GMI is a wholly owned subsidiary of the
Company. GMI provides the Company a local Peruvian entity. Acting through GMI, the Company can acquire concessions in its own name
and directly hire employees and staff in Peru instead of using third parties for these purposes.

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America or GAAP
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going concern.


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Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the
intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly,
assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of
business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the
preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that
may be necessary if the Company is unable to continue as a going concern.

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business,
maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses
associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional
capital.

Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth.
Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or
through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to
do so could have a material and adverse effect upon it and its shareholders.

The Company’s address is 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128 and our phone number is (702) 582-5535.

Market Value of Company's Securities.

The aggregate market value of the Class A Common Stock is $1,143,665.based on a $.003 per share price. The total stockholders' equity as of
September 30, 2012 was ($295,099)

Investment Agreement with SC Capital

On January 10, 2013, we entered into an investment agreement, with SC Capital, Inc. a California Company. Pursuant to the terms of the
Investment Agreement, SC Capital committed to purchase up to $1,500,000 of our Class A common stock over a period of up to thirty-six (36)
months. From time to time during the thirty-six (36) months period commencing from the effectiveness of the registration statement, we may
deliver a put notice to SC Capital which states the dollar amount that we intend to sell to SC Capital on a date specified in the put notice. The
maximum investment amount per notice shall be no more than two hundred percent (200%) of the average daily volume of the common stock
for the ten consecutive trading days immediately prior to date of the applicable put notice. The purchase price per share to be paid by SC
Capital shall be calculated at a Ten Percent Discount (10%) discount to the lowest closing price of the common stock as reported by
Bloomberg, L.P. during the ten (10) consecutive trading days immediately prior to the receipt by SC Capital of the put notice. We have
reserved 250,000,000 shares of our common stock for issuance under the SC Capital agreement.

The 65,000,000 shares to be registered herein represent 18.8% of the shares issued and outstanding, assuming that the selling stockholder will
sell all of the shares offered for sale.

At an assumed purchase price of $0.0027 (equal to 90% of the closing price of our common stock of $0.003 on January 9, 2013), we will be
able to receive up to $175,500 in gross proceeds, assuming the sale of the entire 65,000,000 shares being registered hereunder pursuant to
agreement. Accordingly, we would be required to register additional 490,555,555 shares to obtain the balance of $1,500,000 under the
agreement. We are currently authorized to issue 5,000,000,000 shares of our common stock. We may be required to increase our authorized
shares in order to receive the entire purchase price. SC Capital has agreed to refrain from holding an amount of shares which would result in SC
Capital owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the agreement. These risks include
dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

SC Capital will periodically purchase our common stock under the agreement and will, in turn, sell such shares to investors in the market at the
market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to SC Capital to
raise the same amount of funds, as our stock price declines.

The aggregate investment amount of $1.5 million was determined based on numerous factors, including the following: $1 million in expected
capital expenses to grow the mining projects in Peru. We believe we need the remaining funds for corporate expenses. While it is difficult to
estimate the likelihood that the Company will need the full investment amount, we believe that the Company may need the full amount of $1.5
million funding under the agreement.
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                                               SUMMARY OF THIS OFFERING



Issuer                                                          The Graystone Company, Inc,.

Securities being offered                                        Our Common Stock is described in further detail in the section of this
                                                                prospectus titled “DESCRIPTION OF SECURITIES –Common Stock.”

Per Share Price                                                 $0.003

Total shares of Class A Common Stock outstanding prior to the   381,221,678 shares
offering

Shares of Class A Common Stock being offered by selling         60,000,000 shares
shareholders:

Total shares of Class A Common Stock outstanding after the      405,777,234 shares
offering:

Total shares of Class B Common Stock outstanding before and 5,000,000 shares
after the offering:

Total shares of Class B Common Stock outstanding before and 5,000,000 shares
after the offering:

Registration Costs:                                             We estimate the total cost relating to the registration herein to be
                                                                approximately $9,000.

Use of Proceeds:                                                We will not receive any of the proceeds from the sale of the common
                                                                stock by the selling stockholders under this prospectus. See “Use of
                                                                Proceeds” beginning on page 10.

Risk Factors                                                    There are substantial risk factors involved in investing in our
                                                                Company. For a discussion of certain factors you should consider
                                                                before buying shares of our Common Stock, see the section entitled
                                                                "Risk Factors."

Trading Symbol                                                  The Company’s Class A Common Stock trades on the OTC under the
                                                                ticker symbol GYST.



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                                                                RISK FACTORS

         An investment in our Common Stock is highly speculative and involves a high degree of risk. Before making an investment decision,
you should carefully consider the risks described below together with all of the other information included in this prospectus. The statements
contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the
following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the value of our Class
A Common Stock could decline, and an investor in our securities may lose all or part of their investment. Currently, shares of our Class A
Common Stock are not publicly traded.

The Company has limited capitalization and lack of working capital and as a result is dependent on raising funds to grow and expand
its business.

Our management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company has extremely
limited capitalization and is dependent on raising funds to grow and expand its businesses. The Company will endeavor to finance its need for
additional working capital through debt or equity financing. Additional debt financing would be sought only in the event that equity financing
failed to provide the Company necessary working capital. Debt financing may require the Company to mortgage, pledge or hypothecate its
assets, and would reduce cash flow otherwise available to pay operating expenses and acquire additional assets. Debt financing would likely
take the form of short-term financing provided by officers and directors of the Company, to be repaid from future equity financing. Additional
equity financing is anticipated to take the form of one or more private placements to qualified investors under exemptions from the registration
requirements of the 1933 Act or a subsequent public offering. However, there are no current agreements or understandings with regard to the
form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue
as a going concern.

The Company has minimal revenue, has not acquired any real property or any properties containing natural resources as a result the
Company needs to engage in additional, substantial development work within each of its division.

The Company has had minimal revenue from its operations which make an evaluation of our future performance and prospects
difficult. Additionally, the Company has not acquired any real property or properties that contain any natural resources. The company has
substantial development work with each of its division. Our prospects must be considered in light of the risks, expenses, delays, problems and
difficulties that may be encountered in the expansion of our business based on our planned operations. Furthermore, the Company faces risks
and uncertainties relating to its ability to successfully implement it proposed operations, which are described in more detail below beginning on
page 21.

The Company is dependent on key personnel and loss of the services of any of these individuals could adversely affect the conduct of
the company's business.

Initially, success of the Company is entirely dependent upon the management efforts and expertise of Messrs. Joseph Mezey and Paul Howarth.
A loss of the services of any of these individuals could adversely affect the conduct of the Company's business. In such event, the Company
would be required to obtain other personnel to manage and operate the Company, and there can be no assurance that the Company would be
able to employ a suitable replacement for either of such individuals, or that a replacement could be hired on terms which are favorable to the
Company. The Company currently maintains no key man insurance on the lives of any of its officers or directors.

The Company’s dividends policy may be terminated at any time as such you may not receive dividends from your investment.

Even though the Company has issued dividends in the past and intends to continue paying dividends. Such dividends will be directly
dependent upon the earnings of the Company, its financial requirements, ability to raise capital and other factors. As a result of these factors,
the Board of Directors may determine it is in the Company’s best interest to cease paying dividends in the future.

We cannot guarantee that an active trading market will develop for our Class A Common Stock which may restrict your ability to sell
your shares.

There is no public market for our Class A Common Stock and there can be no assurance that a regular trading market for our Class A Common
Stock will ever develop or that, if developed, it will be sustained. Therefore, purchasers of our Class A Common Stock should have a long-term
investment intent and should recognize that it may be difficult to sell the shares, notwithstanding the fact that they are not restricted securities.
There has not been a market for our Class A Common Stock. We cannot predict the extent to which a trading market will develop or how liquid
a market might become.


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Our shares may be subject to the “penny stock” rules which might subject you to restrictions on marketability and you may not be
able to sell your shares

Broker-dealer practices in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny
stocks and the risk associated with the penny stock market. The broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker- dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker- dealer must make a written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If the Company's securities become
subject to the penny stock rules, investors in this offering may find it more difficult to sell their securities.

Due to the control by management of 50% of issued and outstanding Class A Common Stock and 79.9% of the total voting power our
non-management shareholders will have no power to choose management or impact operations.

Management currently maintains a voting power of 79.9% of our issued and outstanding Common Stock. Consequently, management has the
ability to influence control of our operations and, acting together, will have the ability to influence or control substantially all matters submitted
to stockholders for approval, including:

            Election of the Board of Directors;
            Removal of directors;
            Amendment to the our certificate of incorporation or bylaws; and

These stockholders will thus have substantial influence over our management and affairs and other stockholders possess no practical ability to
remove management or effect the operations of our business. Accordingly, this concentration of ownership by itself may have the effect of
impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for
the Class A Common Stock.

This registration statement contains forward-looking statements and information relating to us, our industry and to other
businesses. Our actual results may differ materially from those contemplated in our forward looking statements which may negatively
impact our company.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently
available to our management. When used in this registration statement, the words "estimate," "project," "believe," "anticipate," "intend,"
"expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to
future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date
of this registration statement. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this registration statement or to reflect the occurrence of unanticipated events.

We may need additional financing which we may not be able to obtain on acceptable terms. If we are unable to raise additional
capital, as needed, the future growth of our business and operations would be severely limited.

A limiting factor on our growth, and is our limited capitalization which could impact our ability to penetrate new markets, attract new
customers and execute on our divisions business plans. While we are currently able to fund all basic operating costs it is possible that we may
require additional funding in the future to achieve all of our proposed objectives.

If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and
our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to
those of our Class A Common Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject
to certain operational limitations (for example, negative operating covenants). There can be no assurance that acceptable financing necessary
to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business, fund expansion,
develop or enhance products or respond to competitive pressures, could suffer if we are unable to raise the additional funds on acceptable
terms, which would have the effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.


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Future sales by our stockholders may adversely affect our stock price and our ability to raise funds.

Sales of our Class A Common Stock in the public market could lower our market price for our Class A Common Stock. Sales may also make it
more difficult for us to sell equity securities or equity-related securities in the future at a time and price that management deems acceptable or
at all.

Due to limited liquidity in our shares, if a public market does develop, the market price of our Class A Common Stock may fluctuate
significantly which could cause a decline in value of your shares.

There is no public market for our Class A Common Stock and there can be no assurance that a regular trading market for our Class A Common
Stock will ever develop or that, if developed, it will be sustained. If a public market does develop, the market price of our Class A Common
Stock      may      fluctuate     significantly     in      response      to     factors,   some      of     which      are     beyond    our
control. The market price of our common stock could be subject to significant fluctuations and the market price could be subject to
any of the following factors:

         our failure to achieve and maintain profitability;
         changes in earnings estimates and recommendations by financial analysts;
         actual or anticipated variations in our quarterly and annual results of operations;
         changes in market valuations of similar companies;
         announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint
          ventures or capital commitments;
         loss of significant clients or customers;
         loss of significant strategic relationships; and
         general market, political and economic conditions.

Recently, the stock market in general has experienced extreme price and volume fluctuations. Continued market fluctuations could result in
extreme volatility in the price of shares of our Class A Common Stock, which could cause a decline in the value of our shares. Price volatility
may be worse if the trading volume of our Class A Common Stock is low.

Our by-laws provide for indemnification of our officers and directors at our expense and limit their liability which may result in a
major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers
and/or directors.

Our bylaws require that we indemnify and hold harmless our officers and directors, to the fullest extent permitted by law, from certain claims,
liabilities and expenses under certain circumstances and subject to certain limitations and the provisions of Delaware law. Under Delaware
law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses, attorneys fees, judgments, fines
and amounts paid in settlement, actually and reasonably incurred by him in connection with an action, suit or proceeding if the person acted in
good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.

We may not realize sufficient proceeds from this offering to implement our business plan, as we are offering shares on a direct
participation basis with no minimum offering required which may adversely impact the implementation of our business plan.

We are offering shares on a direct participation basis and with no minimum offering. As such we may not receive sufficient proceeds to fund
our planned operations or the costs of this offering. If we are not able to receive sufficient proceeds would cause a delay in the
implementation of our planned operations. If we do not raise sufficient funds in this offering to fund our proposed operations or even cover the
costs of this offering, you may lose your entire investment.


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                                                Risks Related to our Natural Resource Division

We currently do not have any mineral rights or own any properties that may contain such mineral rights as a result the Company
needs to engage in additional, substantial development work before it may begin full operations of its mining division.

The Company currently does not possess any mineral claims or any property that may contain such mineral rights. The Company intended to
shortly begin looking at properties for mineral right claims. The Company does not intend to be in the exploration business but rather will
acquire proven mineral rights from mining exploration companies or mining trusts. There are no assurances that the Company will be able to
locate any properties with mineral rights or be able to come to acceptable terms to acquire such a property.

Our mining production activities are highly speculative and involve substantial risks which could result in material adverse effect on
our results and financial condition.

The mining production work on any acquired mining properties may not result in the discovery of mineable deposits of ore in a commercially
economical manner. However if mineable deposits of ore does exist, there may be limited availability of water, which is essential to mining
operations, and interruptions may be caused by adverse weather conditions. Our operations are subject to a variety of existing laws and
regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and
safety, air quality standards, pollution and other environmental protection controls. Our exploration activities are subject to substantial hazards,
some of which are not insurable or may not be insured for economic reasons. Any of these factors could have a material adverse effect on our
results and financial condition.

We are sensitive to fluctuations in the price of gold and other minerals, which is beyond our control. The price of gold and other metals
is volatile and price changes are beyond our control. These fluctuations may have a material adverse effect on the price in which we
can sell any gold that we may obtain and therefore result in a reduction in the Company’s cash position and the viability of our
projects.

The prices for gold and other metals fluctuate and are affected by numerous factors beyond our control. Factors that affect the price of gold and
other metals include consumer demand, economic conditions, over supply from secondary sources and costs of production. Price volatility and
downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs of and the viability of our projects.

Mineral production and prospecting is highly competitive and speculative business therefore we may not be successful in obtaining
properties that have commercially viable ore deposits.

The process of mineral production and prospecting is a highly competitive and speculative business. In seeking available opportunities, we will
compete with a number of other companies, including established, multi-national companies that have more experience and financial and
human resources than us. Because we may not have the financial and managerial resources to compete with other companies, we may not be
successful in our efforts to acquire new projects. However, while we compete with other exploration companies, once we acquire a claim there
is no competition for the exploration or removal of mineral from such claim in which we acquire.

Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our
projects. The historical trend toward stricter environmental regulation may continue, and, as such, represents an unknown factor in
our planning processes which could adversely impact our production and profitability.

All mining in United States is regulated by the government agencies at the Federal and State levels. Compliance with such regulation could
have a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs will be related to
obtaining licenses and permits from government agencies before the commencement of mining activities. An environmental impact study that
must be obtained on each property, in order to obtain governmental approval to mine on the properties, is also a part of the overall operating
costs of a mining company.

The gold and mineral mining business is subject not only to worker health and safety, and environmental risks associated with all mining
businesses, but is also subject to additional risks uniquely associated with gold and other minerals mining. Although we believe that our
operations will be in compliance, in all material respects, with all relevant permits, licenses and regulations involving worker health and safety,
as well as the environment, the historical trend toward stricter environmental regulation may continue. The possibility of more stringent
regulations exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and
milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a particular
project.


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Mining activities are subject to extensive regulation by Federal and State governments. Future changes in governments, regulations
and policies, could adversely affect our results of operations for a particular period and our long-term business prospects.

 Mining and exploration activities are subject to extensive regulation by Federal and State Governments. Such regulation relates to production,
development, exploration, exports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the
environment, mine and mill reclamation, mine and mill safety, toxic substances and other matters. Compliance with such laws and regulations
has increased the costs of exploring, drilling, developing, constructing, operating mines and other facilities. Furthermore, future changes in
governments, regulations and policies, could adversely affect our results of operations in a particular period and its long-term business
prospects.

The development of mines and related facilities is contingent upon governmental approvals, which are complex and time consuming to obtain
and which, depending upon the location of the project, involve various governmental agencies. The duration and success of such approvals are
subject to many variables outside of our control.

Because of the inherent dangers involved in mineral production, there is a risk that we may incur liability or damages as we conduct
our business which could have a material adverse effect on the Company’s financial position.

Exploration and establishment of mining operations and production involves numerous hazards. As a result, the Company may become subject
to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which the
Company may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.

Once the Company obtains a mineral claim if we do not conduct mineral production on our mineral claims and keep the claims in good
standing, then our right to the mineral claims will lapse and we will lose everything that we have invested and expended towards these
claims.

Once the Company obtains a mineral claim we must begin mineral production work on our mineral claims and keep the claims in good
standing. If we do not fulfill our work commitment requirements on our claims or keep the claims in good standing, then our right to the claims
may lapse and we will lose all interest that we have in these mineral claims.

We cannot accurately predict whether commercial quantities of ores will be established on the properties that we acquire which could
impact the viability of our projects.

Whether an ore body will be commercially viable depends on a number of factors beyond our control, including the particular attributes of the
deposit such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating
to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We cannot predict the exact
effect of these factors, but the combination of these factors may result in a mineral deposit being unprofitable which would have a material
adverse effect on our business. We have no mineral producing properties at this time.

We may not be able to establish the presence of minerals on a commercially viable basis which could result in a part or complete lose of
your entire investment.

Substantial expenditures will be required to develop the exploration infrastructure at any site chosen for exploration, to establish ore reserves
through drilling, to carry out environmental and social impact assessments, and to develop metallurgical processes to extract the metal from the
ore. We may not be able to discover minerals in sufficient quantities to justify commercial operation, and we may not be able to obtain funds
required for exploration on a timely basis. Accordingly, you could lose your entire investment.

We will need to incur substantial expenditures in an attempt to establish the economic feasibility of mining operations by identifying mineral
deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore,
designing facilities and planning mining operations. The economic feasibility of a project depends on numerous factors beyond our control,
including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using
a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale. Our
existing or future exploration programs or acquisitions may not result in the identification of deposits that can be mined profitably and you
could lose your entire investment.


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Our exploration activities are subject to various local laws and regulations which may have a material adverse effect on our result and
financial conditions.

We are subject to local laws and regulation governing the exploration, development, mining, production, importing and exporting of minerals;
taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. We
require licenses and permits to conduct exploration and mining operations. Amendments to current laws and regulations governing operations
and activities of mining companies or more stringent implementation thereof could have a material adverse impact on our Company.
Applicable laws and regulations will require us to make certain capital and operating expenditures to initiate new operations. Under certain
circumstances, we may be required to close an operation once it is started until a particular problem is remedied or to undertake other remedial
actions. This would have a material adverse effect on our results and financial condition.

We have uninsurable risks which could require Company resources to be spent to cover any loses from such risks which may have a
material adverse effect on our financial position.

We may be subject to unforeseen hazards such as unusual or unexpected formations and other conditions. We may become subject to liability
for pollution, cave-ins or hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities
may have a material adverse effect on our financial position.

We are subject to the volatility of metal and mineral prices such volatility may result in prices at levels that will make it not feasible to
continue our exploration activities, or commence or continue commercial production which could adversely impact our production and
profitability.

The economics of developing metal and mineral properties are affected by many factors beyond our control including, without limitation, the
cost of operations, variations in the grade ore or resource mined, and the price of such resources. The market prices of the metals for which we
are exploring are highly speculative and volatile. Depending on the price of gold or other resources, we may determine that it is impractical to
commence or continue commercial production. The price of gold has fluctuated widely in recent years. The price of gold and other metals and
minerals may not remain stable, and such prices may not be at levels that will make it feasible to continue our exploration activities, or
commence or continue commercial production.

We may not have clear title to our properties which could result in a material effect on our business and may cause temporary or
complete cessation of mining activities.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and title to our properties may be affected by prior
unregistered agreements or transfer, or undetected defects. There is a risk that we may not have clear title to all our mineral property interests,
or they may be subject to challenge or impugned in the future, which would have a material adverse effect on our business and may result in
temporary or complete cessation of mining activates.

Our mineral property interests may be subject to other mining licenses which could result in an inability to mining properties that we
acquire which could adversely impact the viability of our mining claims and concessions.

There can be no guarantee that we will be successful in negotiating with mining license owners to acquire their rights if we determine that we
need their permission to drill or mine on the land covered by such mining licenses. If we are unable to obtain the necessary rights, viability of
our mining claims and concessions could be materially impacted we may not be able to develop any such properties.

                                                 Risks Related to the Investment Agreement

SC Capital will pay less than the then-prevailing market price for our Class A Common Stock which could have a negative impact of
the stock price.

The Class A common stock to be issued to SC Capital pursuant to the agreement will be purchased at a 10% discount to the lowest closing
price of our common stock during the ten (10) consecutive trading days immediately before SC Capital receives our notice of sale. SC Capital
has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between
the discounted price and the market price. If SC Capital sells the shares, the price of our common stock could decrease. If our stock price
decreases, SC Capital may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact
on our stock price.

Your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the SC
Capital which could result in loss of your capital investment.
Pursuant to the agreement, when we deem it necessary, we may raise capital through the private sale of our common stock to SC Capital at a
price equal to a 10% discount to the lowest trading price of our stock for the ten (10) consecutive trading days before SC Capital receives our
notice of sale. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised,
your ownership interest may be diluted.


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We may not have access to the full amount available under the agreement which would limit our ability to grow.

We have not drawn down funds and have not issued shares of our common stock under the agreement. Our ability to draw down funds and sell
shares under the agreement requires that the registration statement, of which this prospectus is a part, be declared effective by the SEC, and that
this registration statement continue to be effective. In addition, the registration statement of which this prospectus is a part registers 65,000,000
shares issuable under the agreement, and our ability to sell any remaining shares issuable under the agreement is subject to our ability to
prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be
subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm.
Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a
condition precedent to our ability to sell the shares of common stock to SC Capital under the agreement. Even if we are successful in causing
one or more registration statements registering the resale of some or all of the shares issuable under the agreement to be declared effective by
the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to
increase the number of our authorized shares in order to issue the shares to SC Capital. Accordingly, because our ability to draw down any
amounts under the agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of
the proceeds of $1,500,000 under the agreement.

We are registering an aggregate of 65,000,000 shares of common stock to be issued under the SC Capital Agreement. The sales of such
shares could depress the market price of our common stock.

We are registering an aggregate of 65,000,000 shares of common stock under this prospectus pursuant to the agreement. Notwithstanding SC
Capital ownership limitation, the 65,000,000 shares would represent approximately 18.8% of our shares of common stock outstanding
immediately after our exercise of the put right under the Investment Agreement. The sale of these shares into the public market by SC Capital
could depress the market price of our common stock.

At an assumed purchase price of $0.027 (equal to 90% of the closing price of our common stock of $0.003 on January 9, 2013), we will be able
to receive up to $175,500 in gross proceeds, assuming the sale of the entire 65,000,000 shares being registered hereunder pursuant to the
agreement. Accordingly, we would be required to register additional 490,555,555 shares to obtain the entire amount of $1,500,000 under the
agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the SC Capital.

Summary

We believe it is important to communicate our expectations to investors. There may be events in the future, however, that we are unable to
predict accurately or over which we have no control. The risk factors listed on the previous pages as well as any cautionary language in this
registration statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the
expectations we describe in our forward looking statements. The occurrence of the events our business described in the previous risk factors
and elsewhere in this registration statement could negatively impact our business, cash flows, results of operation, prospects, financial
condition and stock price.

                                 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. When used in this Prospectus or in any other presentation, statements which are
not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or
“continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection
of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future
operations and economic performance, taking into account the information currently available to them. These statements are not statements of
historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our
actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial
condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and
expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future
financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur.
We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated
actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our
behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
10
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Dividend Policy

We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay
dividends in the future.

Item 4: Use of Proceeds.

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the
proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security
holders.

Item 5: Determination of Offering Price.

Not Applicable.

Item 6: Dilution.

The following information is based upon the Company’s unaudited balance sheet as filed in the Company’s Form 10-Q on November 19, 2012,
for the period ended September 30, 2012, the net tangible book value of the Company’s assets as of September 30, 2012 is $(295,099).

“Dilution” as used herein represents the difference between the offering price per share of shares offered hereby and the net tangible book value
per share of the Company’s common stock after completion of the offering. Dilution in the offering is primarily due to the losses previously
recognized by the Company.

The net book value of the Company at September 30, 2012 was $(295,099) or $0.00 per share. Net tangible book value represents the amount
of total tangible assets less total liabilities. Assuming that 65,000,000 of the shares offered hereby were purchased by investors (a fact of which
there can be no assurance) as of September 30, 2012, the then outstanding 350,604,200 shares of common stock, which would constitute all of
the issued and outstanding equity capital of the Company, would have a net tangible book value $(119,599) (after deducting commissions and
offering expenses) or approximately $0.0027 per share.

At an assumed purchase price of $0.0027 (equal to 10% of the closing price of our common stock of $0.003 on January 9, 2013), we will be
required to issue an aggregate of 555,555,555 shares of common stock, if the full amount of $1,500,000 is exercised pursuant to the agreement.

Assuming a 50% decrease to the purchase price of $0.0027 (equal to 10% of the closing price of our common stock of $0.003 on January 9,
2013), we will be required to issue an aggregate of 1,111,111,111 shares of common stock, if the full amount of $1,500,000 is exercised
pursuant to the agreement.

Assuming a 75% decrease to the purchase price of $0.0027 (equal to 10% of the closing price of our common stock of $0.003 on January 9,
2013), we will be required to issue an aggregate of 2,222,222 shares of common stock, if the full amount of $1,500,000 is exercised pursuant to
the agreement.

The dilution associated with the offering and each of the above scenarios is as follows:

                                                                                  490,555,556             1,046,111,111            2,157,222,222
                       Offering                                                  shares issued            shares issued            shares issued
Offering price                                           $        0.0027     $             0.0027     $            0.00135     $          0.000675
Net Tangible Book Value Before Offering (per share)      $        0.0000     $             0.0000     $             0.0000     $             0.0000
Net Tangible Book Value After Offering (per share)       $        0.0000     $             0.0012     $             0.0008     $             0.0005
Dilution per share to Investors                          $        0.0027     $             0.0015     $             0.0006     $             0.0002
Dilution percentage to Investors                                  100.00 %                  54.95 %                  40.97 %                  31.55 %


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Item 7: Selling Security Holders.

We are registering for resale shares of our Class A Common Stock that are issued and outstanding held by the selling stockholder identified
below. We are registering the shares to permit the selling stockholder to resell the shares when and as it deems appropriate in the manner
described in the “Plan of Distribution.” As of the date of this Prospectus, there are 381,221,678 shares of common stock issued and
outstanding.

The following table sets forth:

         the name of the selling stockholder,
         the number of shares of our common stock that the selling stockholder beneficially owned prior to the offering for resale of the
            shares under this Prospectus,
         the maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholder under
            this Prospectus, and
         the number and percentage of shares of our common stock to be beneficially owned by the selling stockholder after the offering of
            the shares (assuming all of the offered shares are sold by the selling stockholder).

The selling stockholder has never served as our officer or director or any of its predecessors or affiliates within the last three years, nor has the
selling stockholder had a material relationship with us. The selling stockholder is neither a broker-dealer nor an affiliate of a broker-dealer. The
selling stockholder did not have any agreement or understanding, directly or indirectly, to distribute any of the shares being registered at the
time of purchase.

The selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the selling stockholder will
sell all of the shares offered for sale. The selling stockholder is under no obligation, however, to sell any shares pursuant to this Prospectus.

                                              Shares of Class A           Maximum
                                               Common Stock              Number of            Number of Shares of
                                                Beneficially          Shares of Class A        Class A Common
                                               Owned Prior to          Common Stock            Stock Beneficially           Percent ownership
                  Name                          Offering (1)            to be Offered         Owned after Offering            after Offering
             SC Capital, Inc. (2)                    65,000,000              65,000,000                           0                              0%

     (1) Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares
         beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable
         into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are
         deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of
         any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and
         investment power with respect to the shares set forth opposite such stockholder’s name.
     (2) As the President of SC Capital, Valerie Baugher has the voting and dispositive power over the shares owned by SC Capital, Inc.

Item 8: Plan of Distribution.

We are registering the Common Stock issued to the Selling Stockholders to permit the resale of these shares of Common Stock by the holders
of the Common Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling
Stockholders of the Common Stock. We will bear all fees and expenses incident to our obligation to register the Common Stock.


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The Selling Stockholders may sell all or a portion of the Common Stock beneficially owned by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or agents. If the Common Stock is sold through underwriters or broker-dealers,
the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The Common Stock may be
sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the
over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more
transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions. The Selling Stockholders may use any
one or more of the following methods when selling shares:

                   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
                   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
                    as principal to facilitate the transaction;
                   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
                   an exchange distribution in accordance with the rules of the applicable exchange;
                   privately negotiated transactions;
                   settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
                   broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
                   through the writing or settlement of options or other hedging transactions, whether such options are listed on an options
                    exchange or otherwise;
                   a combination of any such methods of sale; and
                   any other method permitted pursuant to applicable law.

The Selling Shareholders and any underwriters, broker-dealers or agents who participate in the sale or distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act. As a result, any profits on the sale of the Common Stock by such
Selling Shareholders and any discounts, commissions or agent's commissions or concessions received by any such broker-dealer or agents may
be deemed to be underwriting discounts and commissions under the Securities Act. Selling Shareholders who are deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject to prospectus delivery requirements of the Securities Act.
Underwriters are subject to certain statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The Common Stock may be sold in one or more transactions at:

       •   fixed prices;
       •   prevailing market prices at the time of sale;
       •   prices related to such prevailing market prices;
       •   varying prices determined at the time of sale; or
       •   negotiated prices.

The sales may be effected in one or more transactions:

                • on any national securities exchange or quotation on which the Common Stock may be listed or quoted at the time of the sale;
                • in the over-the-counter market;

                • in transactions other than on such exchanges or services or in the over-the-counter market;
                • through the writing of options (including the issuance by the Selling Shareholders of derivative securities), whether the options
                  or such other derivative securities are listed on an options exchange or otherwise;

                • in a public auction; or
                • through any combination of the foregoing.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade. The Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144
under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus,
provided that they meet the criteria and conform to the requirements of those provisions.

In connection with the sales of the Common Stock, the Selling Shareholders may enter into hedging transactions with broker-dealers or other
financial institutions which in turn may:

                • engage in short sales of the Common Stock in the course of hedging their positions;
                • sell the Common Stock short and deliver the Common Stock to close out short positions;
• loan or pledge the Common Stock to broker-dealers or other financial institutions that in turn may sell the Common Stock;
• enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the
  broker-dealer or other financial institution of the Common Stock, which the broker-dealer or other financial institution may
  resell under the prospectus; or

• enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other
  types of transactions.


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To our knowledge, there are currently no plans, arrangements or understandings between any Selling Shareholders and any underwriter,
broker-dealer or agent regarding the sale of the Common Stock by the Selling Shareholders.

There can be no assurance that any Selling Shareholder will sell any or all of the Common Stock under this prospectus. Further, we cannot
assure you that any such Selling Shareholder will not transfer, devise or gift the Common Stock by other means not described in this
prospectus. The Common Stock covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with
Regulation S under the Securities Act rather than under this prospectus. The Common Stock may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification is available and complied with.

The Selling Shareholders and any other person participating in the sale of the Common Stock will be subject to the Exchange Act. The
Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Common Stock
by the Selling Shareholders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the
distribution of the Common Stock to engage in market-making activities with respect to the Common Stock being distributed. This may affect
the marketability of the Common Stock and the ability of any person or entity to engage in market-making activities with respect to the
Common Stock.

We have agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act.

We have agreed to pay the entire expenses incidental to the registration of the Common Stock, including all registration, filing and listing fees,
printing expenses, fees and disbursements of counsel for the Company and blue sky fees and expenses. The Selling Shareholders will be
required to pay all discounts, selling commission and stock transfer taxes applicable to the sale of the Common Stock and fees and
disbursements of counsel for any Selling Shareholder.

We anticipate applying for trading of our Class A Common Stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the
registration statement of which this prospectus forms a part. To have our securities quoted on the OTC Bulletin Board we must: (1) be a
company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators;
and (2) has at least one market maker who completes and files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs
substantially from national and regional stock exchanges because it (1) operates through communication of bids, offers and confirmations
between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more
broker-dealers rather than "specialists" which operate in stock exchanges. We have not yet engaged a market maker to assist us to apply for
quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time
frame is dependent on comments we receive, if any, from the FINRA regarding our Form 211 application.

There is currently no market for our shares of Class A Common Stock. There can be no assurance that a market for our Class A Common Stock
will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable
to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or
obtain accurate quotes of our Class A Common Stock. Any purchaser of our securities should be in a financial position to bear the risks of
losing their entire investment.

Penny Stock Regulation

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the
exchange system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the SEC, that:

    ● contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
    ● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with
      respect to a violation of such duties;
    ● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of
      the spread between the bid and ask price;
    ● contains a toll-free telephone number for inquiries on disciplinary actions;
    ● defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
    ● contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or
      regulation.
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The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

    ● bid and offer quotations for the penny stock;
    ● details of the compensation of the broker-dealer and its salesperson in the transaction;
    ● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
      market for such stock; and,
    ● monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure
requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny
stock rules. Therefore, stockholders may have difficulty selling those securities.

Regulation M

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling
security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated
purchasers from bidding for, purchasing or attempting to induce any person to bid for or purchase the securities being distributed.

Section 15(G) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated
thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established
customers and accredited investors (generally institutions with assets in excess of $1,500,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and
subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the
customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting
forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a
determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability
determination; notify the customer of his or her rights and remedies in cases of fraud in penny stock transactions; and FINRA's toll free
telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.

Item 9: Description of Securities to be Registered.

(a) Common and Preferred Stock.

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 5,505,000,000 shares of capital stock, of which
5,000,000,000 are shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") and 5,000,000 are shares of
Class B Common Stock, par value $.001 per shares (the “Class B Common Stock”), and 500,000,000 are shares of Preferred Stock, par value
$.0001 (the “Preferred Stock”). We have no authorized preferred stock. As of January 10, 2012, 381,221,678 shares of Class A Common
Stock and 5,000,000 shares of Class B Common Stock were issued and outstanding.
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Class A Common Stock

The Certificate of Incorporation, as amended, authorizes the Company to issue up to 5,000,000,000 shares of Class A Common Stock ( $0.0001
par value). As of the date hereof, there are 381,221,678 shares of our Class A Common Stock issued and outstanding, which are held
by approximately 79 registered shareholders of record (this does not include any shares held in street name by shareholders since they are not
registered with our transfer agent). All outstanding shares of Class A Common Stock are of the same class and have equal rights and
attributes. Holders of our Class A Common Stock are entitled to one vote per share on matters to be voted on by shareholders and also are
entitled to receive such dividends, if any, as may be declared from time to time by our Board of Directors in its discretion out of funds legally
available therefore. Unless otherwise required by the Delaware General Corporation Law, the Class A Common Stock and the Class B
Common Stock shall vote as a single class with respect to all matters submitted to a vote of shareholders of the Corporation. Upon our
liquidation or dissolution, the holders of our Class A and Class B Common Stock are entitled to receive pro rata all assets remaining available
for distribution to shareholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock at the time
outstanding. Our Class A Common Stock has no cumulative or preemptive rights or other subscription rights. The payment of dividends on our
Class A Common Stock is subject to the prior payment of dividends on any outstanding preferred stock, if any.

Class B Common Stock

Our Certificate of Incorporation, as amended, authorizes the Company to issue up to 5,000,000 shares of Class B Common Stock ($0.001 par
value). As of the date hereof, there are 5,000,000 shares of our Class B Common Stock issued and outstanding, which are held by
3 shareholders of record. All outstanding shares of Class B Common Stock are of the same class and have equal rights and attributes. The Class
B shares do not have the right to convert into Series A. Holders of our Class B Common Stock are entitled to one thousand (1,000) votes per
share on matters to be voted on by shareholders and also are entitled to receive such dividends, if any, as may be declared from time to time by
our Board of Directors at the same rate as those declared for Class A shareholder. Unless otherwise required by the Delaware General
Corporation Law, the Class A Common Stock and the Class B Common Stock shall vote as a single class with respect to all matters submitted
to a vote of shareholders of the Corporation. Upon our liquidation or dissolution, the holders of our Class A and Class B Common Stock are
entitled to receive pro rata all assets remaining available for distribution to shareholders after payment of all liabilities and provision for the
liquidation of any shares of preferred stock at the time outstanding. Our Class A Common Stock has no cumulative or preemptive rights or
other subscription rights. The payment of dividends on our Class A Common Stock is subject to the prior payment of dividends on any
outstanding preferred stock, if any.

Preferred Stock

Our Certificate of Incorporation, as amended, authorizes the Company to issue up to 500,000,000 shares of Preferred Stock ( $0.0001 par
value). The Company has authorized 100,000,000 shares of a Series A Preferred Stock. As of the date hereof, there are 0 shares of our Series
A Preferred issued and outstanding.

Series A Preferred Stock

The Company has authorized the issuance of 100,000,000 shares of a Series A Preferred Stock. As of the date hereof, there are 0 shares of our
Series A Preferred issued and outstanding.

The rights of the Series A Preferred Stock are as follows:

          Rank . All shares of the Class A Common Stock shall rank pari passu with the Corporation’s Common Stock and any class or series
          of capital stock of the Corporation hereafter created.

          Liquidation Preferences . The Series A Preferred shall have no liquidation preference over any other class of stock.

         Voting Rights . Except as otherwise required by law, holders of Class A Common Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of
preferred stock) for the taking of any corporate action.

          Dividend Rights . The holders of the Series A Preferred shall receive the following dividend:

 The greater of the following: (a) $.0001 per share or (b) 15% of the Gross Revenue from the joint venture projects in Suriname. Gross
Revenue shall be defined as any revenue generated by the joint ventures operations, before deductions for expenses for the period of the
dividend.

          The Board of Directors shall have the following powers in relation to the dividend:
a. determine the declaration date;
b. determine the dates covered by the dividend;
c. determine the date of record for the dividend;
d. determine the payment date for the dividend;
e. may pay the dividend either as a monthly, quarterly or annual dividend (which the Board may change by a simple majority
   vote of the Board of Directors of the Company); and
f. may issue a special dividend in addition to the dividend rights provided herein.


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(2)       Additionally, the Board may defer the dividend payment for a period of up to 12 months from the payment date.

(b) Debt Securities.

None.

(c) Other Securities To Be Registered.

None.

Item 10: Interests of Name Experts and Counsel.

The financial statements for The Graystone Company, Inc. as of and for the period ended September 30, 2012 included in this prospectus have
been audited by Sam Kan and Company, independent registered public accounting firm, to the extent and for the periods set forth in their
reports appearing elsewhere herein and are included in reliance upon such reports given upon the authority of that firm as experts in auditing
and accounting.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Class A Common
Stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly,
in the Registrant or any of its parents or subsidiaries. Nor was any such person connected with the Registrant or any of its parents, subsidiaries
as a promoter, managing or principal underwriter, voting trustee, Director, officer, or employee.

Item 11: Information with Respect to the Registrant.

Registrant Overview

The Graystone Company, Inc. (“Graystone”, “we”, “us”, “our”, the "Company" or the "Registrant") was originally incorporated in the State of
New York on May 27, 2010 under the name of Argentum Capital, Inc. Graystone was reincorporated in Delaware on January 10, 2011 and
subsequently changed our name to The Graystone Company, Inc on January 14, 2011. Graystone is domiciled in the state of Delaware, and its
corporate headquarters are located in Lima, Peru and maintains it US executive office in Las Vegas, Nevada for mailing purposes. The
Company selected December 31 as its fiscal year end.

Business of Registrant

The Graystone Company, Inc. is a holding company whose primary operating activities involve acquiring and developing mining properties
amenable to low cost production. In January 2012, the Company launched a new division that sells gold, silver and other precious metals to
retail buyers. The Company also operates other divisions that include a marketing division, real estate division, and consulting
division. Information about the Company, including a link to our most recent financial reports filed with the Securities and Exchange
Commission (“SEC”), can be viewed on our website at www.graystone1.com .

         Natural Resources Division . This division began operating in January 2011 and operates through the Company’s wholly owned
subsidiary Graystone Mining, Inc., a Nevada Company. This Division is engaged in the business of acquiring gold, silver, precious metal and
gems and other mineral properties with proven and/or probable reserves. The Company has currently begun mining operations in Peru.

          Graystone Mining focuses on acquiring properties that require a lower capital investment to begin mining operations. This approach
may reduce the size of the deposits that the Company can acquire. However, by generating revenue from smaller mining ventures, the
Company can build a solid foundation and the needed infrastructure to undertake larger and more costly ventures, such as hard rock projects.
Thereby the Company is focusing initially on alluvial mining (surface mining) projects, the Company can begin generating a positive cash flow
for a smaller capital investment. As such, the Company does not engage in general exploration activities. Exploration involves the
prospecting, sampling, mapping, drilling and other work involved in searching for ore on properties. Exploration is time consuming and costly
as it requires an evaluation of the land's geology, analyst of the geochemistry of soil sediment and water, and drilling of numerous test holes
and testing these for the presence of minerals. The Company instead focuses on acquiring or entering into joint ventures with entities that have
already found, through exploration, proven or probable mineral ore reserves. This allows the Company to focus its attention on processing
mineral resources instead of having to also have exploration activities to locate new sites that may have mineral ore deposits.


                                                                        17
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         The Company currently owns the mining rights to 2,300 hectares. The Company is currently in the process of having the claims put in
the name of the Company's subsidiary Grupo Minero Inca. One hectares equals 2.47 acres. The Company anticipates that its cost of acquiring
properties with proven or probable reserves will cost between 20% and 25% of the total amount that is extracted from these
properties. Additionally, the acquisition cost of the machinery needed to perform the extraction is expected to be between $50,000 and
$500,000. The staffing costs related to the extraction of the mineral ore will be between 25% and 30% of the total amount that is extracted
from these sites. Thereby, the Company anticipates the cost of property and equipment acquisition and the labor and mining operations related
to extracting gold on its properties to be approximately 55% of the gross value of the gold extracted from its properties.

          During 2011, the Company acquired Grupo Minero Inca S.A.C., a Peruvian Company (“GMI”). GMI is a wholly owned subsidiary of
the Company. GMI provides the Company a local Peruvian entity. Acting through GMI, the Company can acquire concessions in its own
name and directly hire employees and staff in Peru instead of using third parties for these purposes. The Company coordinates all of its
activities in Peru through GMI. The corporate structure of this division is as follows:




         Additionally, GMI provides the gold extraction services and the overall management for the Companies properties. GMI will be
responsible for the day to day operations of the mining sites while Graystone will be responsible for financing the acquisition of the mining
properties, the equipment necessary to extract the ore and building the camps for the workers.

Mining Properties

The Company currently owns 2,300 hectares and is in the process of completing the transfer of these properties into the Company’s wholly
owned subsidiary in Peru. The properties include the following projects:

Name                             Area (hectares)                Dept                        Province                        District
            Gorilla                      400                   Loreto                   Datem del Maranon                 Manseriche
         Graystone II                    800                   Loreto                   Datem del Maranon                 Manseriche
         Graystone III                   700                  Amazonas                    Condorcanqui                    Rio Santiago
         Graystone IV                    400                   Loreto                   Datem del Maranon                 Manseriche

          Mining Division in Peru

         In November 2012, the Company has begun initial mining production in Peru. The Company has determined that it qualifies for a
2-year exemption from the Ministry of Mining in Peru. The exemption allows the Company to conduct full mining operations on its mining
property for 2-years while completing the environmental impact study. The Company has filed for the exemption and expects to receive the
exemption by the end of 2012. The Company was allowed to conduct limited production operations until it receives the exemption from the
Ministry of Mining. In January 2013, the Company received a 2 year permit from the Ministry of Mining to conduct mining operations on its
mining property Gorilla and Graystone II. The permit requires the Company to begin its environmental impact study in the next few
months. The company has retained a firm to perform the environmental impact study.

         The Company’s mining operations in Peru consist of alluvial (or placer) mining. Placer mining refers to mining precious
metal deposits (particularly gold and gemstones) found in alluvial deposits – which are deposits of sand and gravel in modern or ancient stream
beds, or occasionally glacial deposits. The gold deposits are moved by stream flow from an original source such as a vein. Since heavy metals
like gold are considerably more dense than sand, they tend to accumulate at the base of placer deposits.

          The Company uses the term “System” to refer to it mining production operations. A “System” consists of the following:

·                               Mining production foreman
·                               Crew of 12 for mining (2 shifts of 8 hours each.)
·                               Cook
·                               Water Pumps to move water to were mining operations are occurring
·                               Rock pumps to move the dirt, rocks and water to sluice box
·   Sluice box
·   Shaker Tables


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        The Company expects the monthly expenses (monthly burn rate) associated to each system to be approximately $20,000 -
$25,000. The Company expects the initial capital expenditures for system to be approximately $100,000 and up to $250,000 with heavier
equipment. These expenses include the costs of the employees, food, gasoline, diesel, oil, grease, soda ash, travel, security, repairs to
equipment, machine parts, and miscellaneous supplies. The Company expects its breakeven point to be approximately 20 grams of gold per
day depending on the purity levels, refining fees and easement costs.

         The Company began mining production operations in November 2012 and expects to slowly develop or expand it operations over the
next 6 months. The Company’s expectations are that it will run one System during the 4 th quarter 2012 prior to adding heavy equipment to
allow the flexibility to locate the optimal locations to mine. The Company expects to mine 22 days per month and to generate 15 – 20 grams
per day.

        The Company expects to increase its number of Systems by approximately 1 per quarter beginning in 2 nd Quarter 2013. The
Company also expects to increase its gold recovery to 50 grams per day per System with the addition of heavier equipment such as an
excavator and trommel (replacing the sluice box).

            Currently, the Company is initially focusing on its project referred to as Gorilla.

            Mining Division in Suriname

         In December 2012, the Company entered into a Letter of Intent for a 50% interest in a gold mining project in Suriname. The
Company is currently working on finalizing the definitive agreements. In December 2012, the Company paid $50,000 to Suriname to acquire
the necessary equipment to begin operations in Suriname while the definitive agreements were being finalized. The Company expects mining
operations in Suriname to begin as early as March 2013.

The Company is still gathering all the reports and governmental requirements regarding the Suriname project.

Previous Operations That Have Ceased During Fiscal Year 2012

            Marketing Division .

         The Company has completed the winding down of this Division and has written off the intangible assets associated to this
division. By winding down the division the Company can redeploy its assets to its main business of mining.

            Consulting Division . The company discontinued operating the consulting division and redeployed its assets to the natural resources
division.

          Real Estate Division . The company has ceased operating this division. The company sold its sole property and has redeployed its
assets to the natural resources division.

Competition. We compete with other companies for real financing and for the acquisition of new properties for our real estate division,
mineral claims for our natural resources division, clients for both our marketing division and consulting division. Almost all companies with
whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to
spend greater amounts on property or client acquisition, marketing their services to potential clients, and on development of their mineral
rights. This competition could result in competitors having properties of greater quality and interest to prospective investors who may provide
finance to the company.

Government Regulation. Mineral resource production and related operations are subject to extensive rules and regulations of federal, state and
local agencies. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land
in order to comply with these laws. There is a risk that new regulations could increase our costs of doing business and prevent us from carrying
out exploration program.

Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the
regulatory burden on the mineral industry. We believe that compliance with the laws will not adversely affect our business operations.

Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulation could
expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation
and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to
penalties, fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business
operations will not violate environmental laws in the future.
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For example, United States mining and exploration activities are subject to various federal and state laws and regulations governing the
protection of the environment, including the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and
Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. These laws and
regulations are continually changing and are generally becoming more restrictive. Our activities outside the United States are also subject to
governmental regulations for the protection of the environment.

In Peru, mining activities are mainly carried out under a concession system. Article 9 of the General Mining Law defines mining concessions as
real property rights distinct and separate from the real property where they are located. The Company will begin operating in Peru as a small
producer. Article 91 of the General Mining Law classifies as ‘small producers’ those title-holders of mining concessions that meet the
following requirements: (a) the extension of their concession is no more than 5,000 hectares; and (b) its processing or labor capacity does not
exceed 350 metric tons per day in the case of non-metallic substances and 500 metric tons in the case of metallic substances. The cost of
claiming mineral rights in Peru is between $0.50 to $1.00 per hectares.

Once we have obtained mineral rights in Peru we must comply with the following regulations in Peru:

(1)             Retain a firm to perform an environmental impact study. Once the Company retains the firm, it may begin the process of
                sampling its claims. Once the environmental impact study has been submitted and the Company has been granted the concession
                on its gold claims, we may begin full operations on the concessions;
(2)             Once we have been granted a concession, we are obligated to exploit the concession which requires us to meet a minimum annual
                production (not less than US $100 per hectare granted in the case of metallic substances and not less than US $50 per hectare
                granted in the case of non-metallic substances);
(3)             Comply, in carrying out our activities, with the systems, methods, and techniques for the best exploitation of the mining
                concession, subject to environmental protection and health rules;
(4)             Allow inspections by the mining authority; and
(5)             Submit the annual consolidated statement required by the Ministry of Energy and Mines.

The Company has not begun the process of obtaining any Governmental approvals as we don’t own any claims in Peru. The Company is
currently determining the governmental regulation in Suriname.

The Company has not determined what the governmental regulation requirements are for other countries or locals; except for Peru. The
company is beginning to determine the governmental regulation process in Suriname. Once it has become likely that the Company will acquire
or begin mining operations in another country or local, we will determine what the Company’s requirements and responsibilities are under
those countries regulations.

Dependency on few customers. We currently are not depended on a few customers.

Intellectual Property.     We do not presently own any other copyrights, patents, trademarks, licenses, concessions or royalties.

Our Website. www.graystone1.com

Facilities .

The Company's operating offices are located in Lima, Peru through its subsidiary Grupo Mineral Inca. The Company uses its Las Vegas, NV
address as it Executive Office address for US mailing purposes.

Corporate Entity                                           Address
The Graystone Company, Inc.                                2620 Regatta Drive, Suite 102, Las Vegas, Nevada
Graystone Mining, Inc.                                     2620 Regatta Drive, Suite 102, Las Vegas, Nevada
Grupo Mineral Inca, S.A.C..                                Camino Real 348 Torre El Pilar, San Isidro, Lima, Peru

Legal Proceedings. There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

Employees. As of December 31, 2012, we have approximately 30 employees. This includes the two officers and the mining camps in Peru and
Suriname.

Involvement in Certain Legal Proceedings

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
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Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

(a) Market Information.

The Company's Class A common stock is currently quoted on the Over-the-Counter (OTC) under the trading symbol “GYST.” Following is a
report of high and low closing bid prices:

                                       Quarter                               High ($)        Low ($)
                                       Quarter
                                        ending         12/31/2012                0.0095          0.0047
                                       Quarter
                                        ending          9/31/2012                0.0128          0.0015
                                       Quarter
                                        ending          6/30/2012                  5.56            0.003
                                       Quarter
                                        ending          3/31/2012                126.00             5.64

                                        Quarter
                                        ending         12/31/2011                128.00            64.00
                                        Quarter
                                        ending          9/31/2011                       0              0
                                        Quarter
                                        ending          6/30/2011                       0              0
                                        Quarter
                                        ending          3/31/2011                       0              0

The Company's Class B Common Stock and Series A Preferred Stock are not presently quoted on any exchange or listing service.

(b) Holders.

As of January 9, 2013, there were 79 registered holders of our Class A Common Stock for an aggregate of 381,221,678 shares of the Class A
Common Stock issued and outstanding.

As of January 9, 2013, there were 3 holders of our Class B Common Stock for an aggregate of 5,000,000 shares of the Class B Common Stock
issued and outstanding.

As of January 9, 2013, there were no outstanding and issued shares of preferred stock.

( c) Dividends.

The Company did not pay a dividend in 2012 on any of its classes of stock.

Transfer Agent

The Company will take as its own transfer agent. Once the Company becomes a trading company, we intended to retain Cleartrust, LLC to
serve as its transfer agent.

Legal Matter

Certain legal matters with respect to the issuance of the securities offered hereby were passed upon by Brinen & Associates, LLC.

Financial Statements and Supplementary Data

The Company's financial statements for the year ended December 31, 2011, have been audited to the extent indicated in their report by Sam
Kan & Company. an independent registered public accounting firm. The financial statements have been prepared in accordance with generally
accepted accounting principles. Please see the Financial Statements Index on page F-1.


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        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenue

Results of Operations

For the Six Months Ended June 30, 2012 and 2011, the Company generated the following revenue:

                                                                                        Nine Month Ended September 30,
                                                                                             2012             2011

                    Sales, net                                                       $          88,478        $      81,209
                    Cost of Goods Sold                                                          55,278               30,079
                    Gross Profit                                                                33,200               51,130


For Six Months Ended June 30, 2012 and 2011, the Company generated the following expenses:

                                                                                     Nine Month Ended September 30,
                                                                                          2012             2011

                    General and Administrative                                      $          911,643        $      23,694
                    Legal and Professional                                                     737,803              263,259
                    Research and Development                                                    90,805              170,545
                                                                                             1,740,251              406,368


The Company's research and development expenses are related to the Company's mining activities in Peru and include exploration on the
Company's mining properties.

Liquidity and Capital Resources

The following is a summary of our balance sheet for the Nine Months Ended June 30, 2012:

                                                                                                         Nine Months Ended
                                                                                                           September 30,
                                                                                                               2012

                    Cash                                                                                  $          63,053
                    Accounts receivable
                    Other Long-tern assets                                                                          302,913

                    Stockholders' Equity                                                                          (295,099)

In the opinion of management, available funds will not satisfy our growth requirements for the next twelve months. The Company expects that
its current revenue will allow us to satisfy our current operations and our reporting requirement for the next twelve months. However, if our
revenue decreases we may not able to support our current operations and reporting obligations without obtaining additional funds. We believe
our currently available capital resources will allows us to begin operations within our natural resource division and maintain its operation over
the course of the next 12 months; however, our other expansion plans would be put on hold until we could raise sufficient capital. The
Company expects that it needs to raise between $200,000 and $500,000 to acquire the necessary equipment to begin full mining operations in
Peru and approximately $2,000,000 to fully execute on its expected business plan in Suriname. We cannot guaranty that we will be able to raise
additional funds. Moreover, in the event that we can raise additional funds, we cannot guaranty that additional funding will be available on
favorable terms.


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Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these
reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Accounting and Audit Plan

We expect are audit fees to be approximately $10,000 for the 10-K and $1,500 - $5,000 to review our 10-Q. In the next twelve months, we
anticipate spending approximately $30,000 to pay for our accounting and audit requirements.

Off -balance sheet arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their
preparation. A complete summary of these policies is included in Note 2 of the notes to our historical financial statements. We have identified
below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows
and which require the application of significant judgment by management.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not had any disagreements with our auditors on any matters of accounting principles, practices, or financial statement disclosure.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Identification of Directors and Executive Officers.

Our directors and executive officers and additional information concerning them are as follows:

                                            Name                Age                    Position
                                        Paul Howarth            44                  CEO, Director
                                        Joseph Mezey            37           President, CFO and Director

Paul Howarth, CEO/ Director . Mr. Howarth is our CEO and a member of the Board of Directors. In May 2010, Mr. Howarth co-founded
The Graystone Company with Joseph Mezey. In 2007, Mr. Howarth became involved with Renard Properties, LLC which acquires and invests
in real estate throughout the US. Mr. Howarth is the managing member of Renard Properties, LLC. Renard Properties is an affiliate of the
Company due to the fact that it owns more than 10% of the Common Stock of the Company. From August 2008 – July 2010, Mr. Howarth
was the CEO and member of the Board of Directors of Forterus, Inc. Forterus is a behavioral health company focusing on drug and alcohol
rehabilitation. From February 2006- July 2008, Mr. Howarth served as the Senior Vice-President of Bear Stearns and Co. Bear Stearns and Co.
was a global investment bank and securities trading and brokerage firm. Mr. Howarth was responsible for the purchase of mortgages from
mortgage bankers that were secured by Bear Stearns or its affiliates. From 2004 - 2006, Mr. Howarth worked as a license real estate broker in
California. From 2002 – 2004, Mr. Howarth served as the Director of Production of Home Loan Center where he was responsible for 13 sales
managers and over 150 sales staff. Home Loan Center was a mortgage broker/bank and was acquired by Lendingtree.com in 2004. Mr.
Howarth received his B.A. from Seton Hall University.

Except as stated above, none of the Companies or entities Mr. Howarth has previously worked for is a parent, subsidiary or other affiliate of the
Company.


                                                                        23
Table of Contents

Joseph Mezey, President/Director. Mr. Mezey is our President and a member of the Board of Directors. In May 2010, Mr. Mezey
co-founded The Graystone Company with Paul Howarth. In December 2010, Mr. Mezey became a member of the LLC Renard
Properties. Mr. Mezey has no duties or responsibilities with regard to Renard Properties. Renard Properties acquires and invests in real estate
throughout the US. Renard Properties is an affiliate of the Company due to the fact that it owns more than 10% of the Common Stock of the
Company. Since July 2008, Mr. Mezey has worked as the President of WTL Group, Inc,, his family’s company, which is in involved in the
manufacturing and sell of products produced in China. WTL Group is an affiliate of the Company due to the fact that it owns more than 10% of
the Common Stock of the Company. From August 2008 – June 2010, Mr. Mezey was previously a member of the Board of Directors of
Forterus, Inc. and served as its CEO from February through August 2008. Forterus is a behavioral health company focusing on drug and
alcohol rehabilitation. From March 2007 - May 2008, Mr. Mezey was also the CEO of the Mezey Howarth Racing Stables which owned, raced
and breed thoroughbreds throughout the United States. From January 2005 – April 2007, Mr. Mezey was the President/COO of NAPP Tour,
Inc. (North American Poker Tour). NAAP Tour created a new processional poker tour that was to be aired on television. From 2004 - 2005,
Mr. Mezey was the Chief Legal Officer and Interim Chief Accounting Officer of College Partnership, Inc. College Partnership provided
college preparatory services to high school student and their parents including SAT courses, selection of majors and college selection. While at
College Partnership Mr. Mezey worked with the auditors and finance department to create a system of accounting control and procedures.
From 2003 - 2004, Mr. Mezey worked for Vision Direct Marketing as its Vice-President of Operations and General Counsel. Mr. Mezey
graduated from Georgetown University Law Center with an LL.M. in Securities and Financial Regulation. Mr. Mezey received his J.D., with
cum laude honors, from New England School of Law and his B.S. from Virginia Commonwealth University.

Except as stated above, none of the Companies or entities Mr. Mezey has previously worked for is a parent, subsidiary or other affiliate of the
Company.

The foregoing persons are promoters of The Graystone Company, Inc., as that term is defined in the rules and regulations promulgated under
the Securities and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers
are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors
have been elected and qualified.

Our management has not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Committees of the Board

 We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee. We intend to form an audit
committee, corporate governance and nominating committee and a compensation committee once our board membership increases. Our plan is
to start searching and interviewing possible independent board members in the next six months.

Significant Employees

There are no persons other than our executive officers who are expected by us to make a significant contribution to our business.

Family Relationships

There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become
directors or executive officers.

Involvement in Certain Legal Proceedings

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

Audit and Compensation Committees, Financial Expert

We do not have a standing audit or compensation committee or any committee performing a similar function, although we may form such
committees in the future. Our entire Board of Directors handles the functions that would otherwise be handled by an audit or compensation
committee.

Since we do not currently have an audit committee, we have no audit committee financial expert.

Since we do not currently pay any compensation to our officers or directors, we do not have a compensation committee. If we decide to
provide compensation for our officers and directors in the future, our Board of Directors may appoint a committee to exercise its judgment on
the determination of salary and other compensation.
24
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Involvement in Certain Legal

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time, or

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses); or

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or
banking activities; or

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority, barring,
suspending or otherwise limiting for more than 60 days his or her involvement in any type of business, securities or banking activities; or

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended, or vacated, relating to the alleged violation of any Federal or State securities or commodities law or regulation, or any law or
regulation respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity; or

Subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, self-regulatory organization (as defined by
Section 3(a)(26) of the Exchange Act), any registered entity, or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member

Controls and Procedures

Evaluation of disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of Paul Howarth,
Chief Executive Officer and Joseph Mezey our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon and as of the date of that evaluation, Messrs. Howath and Mezey concluded that our disclosure controls
and procedures are not effective to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act
is recorded, processed, summarized and reported as and when required. The reason we believe our disclosure controls and procedures are not
effective is because:

1.              No independent directors;
2.              No segregation of duties;
3.              No audit committee; and
4.              Ineffective controls over financial reporting.

The Company has concluded that these are not material weaknesses. However, the Company intends to remedy these factors as follows:

        Independent Directors : The Company intends to obtain at least 2 independent directors at its next annual shareholder meeting
(expected to occur in August 2011). The cost associated to the addition in minimal and not deemed material.


                                                                       25
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          No Segregation of Duties/ Ineffective controls over financial reporting: The company intends to hire additional staff members as its
capital position allows. These additional staff members will be responsible for making sure that information required to be disclosed in our
reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff
members will have segregated responsibilities with regard to these responsibilities. The costs associated with the hiring the additional staff
members will increase the Company's Sales, General and Administration (SG&A) Expense. It is anticipated the cost of the new staff members
will be approximately $40,000 per year.

         No audit committee : After the election of the independent directors at the next annual shareholder meeting, the Company expects that
an Audit Committee will be established. The cost associated to the addition an audit committee are minimal and not deemed material.

Executive Compensation

The Companies’ officers and director have receive any annual salary of $1.00 per year for the services rendered on behalf of the Company.

Name and                                                                                 Stock               All other
Principal Position               Year         Salary               Bonus                Awards             Compensation               TOTAL

Paul Howarth,                    2012    $             1.00                   0                     0               216,550 (1)           216,551
Chairman and CEO

Joseph Mezey, President,
CFO                              2012    $             1.00                   0                     0               216,550 (2)           216,551
Director

     (1) This represents $93,750 which was paid to Renard Properties, and $115,000 which was paid to Renard in the form of a restrictive
         stock grant under the Company’s qualified employee stock plan. This also included a monthly $650 cell phone and car allowance
         paid to Mr. Howarth.
     (2) This represents $93,750 which was paid to JW Group, and $115,000 which was paid to JW Group in the form of a restrictive stock
         grant under the Company’s qualified employee stock plan. This also included a monthly $650 cell phone and car allowance paid to
         Mr. Mezey.

Director Independence

Our Board of Directors has determined that none of our directors are independent.

Policies and Procedures with Respect to Related Party Transactions

As of the date hereof, our Board of Directors has not adopted formal written policies or procedures regarding the review, approval or
ratification of related party transactions. It is the Company’s intention to adopt such policies and procedures in the immediate future. Such
policies will include, among other things, descriptions of the types of transactions covered, the standards to be applied in reviewing such
transactions, the process for review of such transactions, and the individuals on the Board of Directors or otherwise who are responsible for
implementing the policies and procedures. It is our intention that our audit committee, which will be comprised entirely of independent
directors, will be responsible for such matters on an ongoing basis, consistent with its written charter. Notice of the Company’s adoption of
these policies and procedures will be given to all appropriate Company personnel.

Conflicts of Interest and Corporate Opportunities

The officers and directors have acknowledged that under Delaware Corporate law that they must present to the Company any business
opportunity presented to them as an individual that met the Delaware's standard for a corporate opportunity: (1) the corporation is financially
able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy
in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their
duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and
director is required to execute. However, the Company has not adopted formal written policies or procedures regarding the process for how
these corporate opportunities are to be presented to the Board. It is the Company’s intention to adopt such policies and procedures in the
immediate future.

Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this filing, certain information concerning the beneficial ownership of our common stock by (i)
each stockholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each named
executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power.


                                                                       26
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Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their
shares of our common stock, except to the extent authority is shared by spouses under community property laws. Except as otherwise indicated
in the table below, addresses of named beneficial owners are in care of the Company, 2620 Regatta Drive, Ste 102, Las Vegas, NV 89128.

                                     Class A Common                               Class B Common
                                           Stock                 Percent                Stock                 Percent           Total
Name                                 Number of Shares            of Class         Number of Shares            of Class      Voting Power
Paul Howarth, CEO (1)                         84,573,703               25.03 %              2,500,000               50.00 %         39.93 %
Joseph Mezey, CFO                             84,372,127               24.97 %              2,500,000               50.00 %         39.91 %
Totals                                       168,945,830              50.001 %              5,000,000              100.00 %         79.84 %

1.        This includes 82,770,501 Class A shares and 5,000,000 lass B held by Renard Properties, LLC. Mr. Howarth has voting and
          dispositive power of these shares.

2.        This includes 82,741,875 Class A and 5,000,000 Class B held by WTL Group, Inc. which Mr. Mezey’s family owns and he is the
          President/CEO.

Certain Relationships and Related Transactions, and Director Independence

On July, 5, 2012, the Company agreed to acquire the rights to 100 oil and gas leases from Avenill Ventures, LLC for $700,000. Avenhill is
beneficially owned by Paul Howarth and Joseph Mezey, our officers and directors. The Company agreed to issue to $100,000 in Company
stock at the closing market price on July 5, 2012 which was $0.002. As such on July 9, 2012.the Company issued 25,000,000 shares of its
Class A Common Stock to Renard Properties, LLC (which is beneficially owned by Paul Howarth) and 25,000,000 shares of its Class A
Common Stock to JW Group, Inc. (which is beneficially owned by Joseph Mezey). The remaining $600,000 is owed as a note in the amounts
of: $200,000 Renard Properties, LLC, $200,000 to JW Group, Inc. and $200,000 to an unrelated 3rd party.

On July 5, 2012, the Company issued 25,000,000 shares of Class A Common stock to Renard Properties, LLC at a price of $.002. The shares
issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO.

On July 5, 2012, the Company issued 25,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.002. The shares issued are
restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO.

On July 10, 2012, the Company issued 10,000,000 shares of Class A Common stock to Renard Properties, LLC at a price of $.0056. The
shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO.

On July 5, 2012, the Company issued 10,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0056. The shares issued
are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO.

On August 21, 2012, the Company issued 8,000,000 shares of Class A Common stock to Renard Properties, LLC at a of $.0122. The shares
issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO.

On August 21, 2012, the Company issued 8,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0122. The shares
issued are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO.

On September 1, 2012, the Company issued 625,000 shares of Class A Common stock to Renard Properties, LLC at a of $.008. The shares
issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO.

On September 1, 2012, the Company issued 625,000 shares of Class A Common stock to JW Group, Inc. at a price of $.008. The shares issued
are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO.

On August 14, 2012, the Company issued 1,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0195. The shares
issued are restricted under Rule 144. JW Group is beneficially owned by Joseph Mezey our CFO.

On August 20, 2012, The Company’s officers, Paul Howarth and Joseph Mezey, agreed to purchase on behalf of the company a sluice
box. The officers agreed to pay the $150,000 for the equipment in exchange for the shares purchase on August 9-14, 2012 and a promissory
note for the remaining amount.


                                                                     27
Table of Contents

During the three months ending September 30, 2012, the Company received short term loans in the total amount of $273,330 from Renard
Properties which includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. Consulting
fees totaled $31,500 for the $15,625 per month the Company accrues.

During the three months ending September 30, 2012, the Company re-paid short term loans in the total amount of $279,411 to Renard
Properties. The note payable includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees.
The Company still owes Renard Properties $122,207 as of September 30, 2012.

During the three months ending September 30, 2012, the Company received short term loans in the total amount of $291,350 from JW Group,
Inc. which includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. Consulting fees
totaled $31,500 for the $15,625 per month the Company accrues.

During the three months ending September 30, 2012, the Company re-paid short term loans in the total amount of $275,950 to JW Group. The
note payable includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. The Company
still owes JW Group $3,165 as of September 30, 2012.

On October 1, 2012, the Company received a loan from Renard Properties for $40,000 which was used to purchase mining equipment in Peru.

On October 1, 2012, the Company received a loan from JW Group for $40,000 which was used to purchase mining equipment in Peru.

On September 30, 2012 , the Company reversed the transaction on July 5, 2012 regarding the lease on the oil well.

On October 1, 2012, the Company received a loan from Renard Properties for $40,000 which was used to purchase mining equipment in Peru.

On October 1, 2012, the Company received a loan from JW Group for $40,000 which was used to purchase mining equipment in Peru.

On November 5, 2012, the Company and its CEO and CFO agreed to a revolving line of credit in the amount of $100,000. The Company’s
CEO and CFO will provide a line of credit to the Company in the total amount of $100,000 which shall be used for short term cash flows needs
and shall bear no interest.

On December 6, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased
6,000,000 shares for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015.

On December 6, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 6,000,000 shares
for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015.

On December 10, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased
3,000,000 shares for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015.

On December 10, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 3,000,000 shares
for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015.

On December 19, 2012, the Company’s officers and directors have agreed to invest into the Company $50,000 for the initial investment for the
joint venture in Suriname. The Company agreed to issue 25,000,000 shares of its Series A Preferred Stock in exchange for this investment.

Item 11A: Material Changes.

Not Applicable.


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Item 12: Incorporation of Certain Information by Reference.

We are incorporating he information contained in the following 8-K filings:

     (1)   8-K filed January 8, 2013
     (2)   8-K filed December 31, 2012
     (3)   8-K filed December 28, 2012
     (4)   8-K filed December 19, 2012
     (5)   8-K filed December 18, 2012
     (6)   8-K/A filed December 17, 2012
     (7)   8-K filed December 11, 2012
     (8)   8-K filed December 7, 2012
     (9)   8-K filed November 30, 2012
    (10)   8-K filed November 27, 2012
    (11)   8-K filed November 20, 2012
    (12)   8-K filed November 14, 2012
    (13)   8-K filed November 5, 2012
    (14)   8-K filed October 22, 2012
    (15)   8-K filed October 10, 2012
    (16)   8-K filed October 2, 2012
    (17)   8-K filed October 1, 2012

And 10-Q and 10-K’s filed on

     (1)   10-Q filed November 19, 2012
     (2)   10-Q filed August 20, 2012
     (3)   10-Q/A filed June 5, 2012
     (4)   10-K filed April 13, 2012

Item 12A: Commission Position of Indemnification for Securities Act Liabilities

Our directors and officers are indemnified as provided by the Section 145 of the General Corporation Law of Delaware and our Bylaws. We
have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer
or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities
Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we
will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

                                         WHERE YOU CAN FIND ADDITIONAL INFORMATION

The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street
N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at
1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.


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                                 INDEX TO FINANCIAL STATEMENTS

                                                                      PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT                     F-2

CONDENSED AND CONSOLIDATED BALANCE SHEETS                              F-3

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS                         F-4

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY    F-5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                        F-6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                   F-7


                                               F-1
Table of Contents

                                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                                                         Huang, Kan & Company, LLP
                                                      1151 Harbor Bay Parkway, Suite 202
                                                              Alameda, CA 94502
                                                   Phone: (510) 355-0492 Fax: (866) 828-1446

                                          Report of Independent Registered Public Accounting Firm

To the Board of Directors of
The Graystone Company, Inc.
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of The Graystone Company, Inc. (the “Company”) as of December 31, 2011,
and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period
from March 27, 2010 (inception) through December 31, 2011. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the statements of
operations, stockholders’ deficit and cash flows for the period from March 27, 2010 (inception) to December 31, 2010, which totals reflected a
profit of $45,526. Those financial statements and cumulative totals were audited by other auditors whose report dated February 22, 2011,
expressed an unqualified opinion on those statements and cumulative totals, and included an explanatory paragraph regarding the Company’s
ability to continue as a going concern. Our opinion, insofar as it relates to amounts included for that period is based on the report of other
independent auditors, mentioned above.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of The Graystone Company, Inc. as of December 31, 2011 and 2010, and the results of its
operations and its cash flows for each of the years then ended and for the period from March 27, 2010 (inception) through December 31, 2011
in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company's absence of significant revenues, recurring losses from
operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as
a going concern. The 2011 consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Huang, Kan & Company, LLP
Huang, Kan & Company, LLP

Alameda, California
April 12, 2012


                                                                         F-2
Table of Contents

                                                    THE GRAYSTONE COMPANY, INC.
                                                          BALANCE SHEET


                                                                                                   September 30,      December 31,
                                                                                                       2012               2011
                                                                                                    (unaudited)         (audited)
                                                               ASSETS
Current assets
Cash and cash equivalents                                                                                  63,053     $         793
Accounts receivable                                                                                             -            17,120
Shareholders' subscription receivable                                                                           -           350,000
Total current assets                                                                                       63,053           367,913

Plant, property & equipment (net of depreciation)                                                         302,913             69,713
Acquired intangible assets (net of amortization)                                                                -             14,000

Total assets                                                                                       $      365,966     $     451,626


                                     LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities
Accounts payable                                                                                           13,438     $       10,495
Accrued expenses                                                                                            6,790              1,637
Notes from related party                                                                                  281,372
Other liabilities                                                                                         120,795
Loan from shareholders                                                                                    115,373
Current portion of long term debts                                                                        123,297             12,713
Total current liabilities                                                                                 661,065             24,845

Long term debts                                                                                                 0            94,448
Total liabilities                                                                                         661,065           119,293

Stockholders' (deficit) equity
Class A Common stock, $.0001 par value; 700,000,000 shares authorized, 285,604,200 and
19,056,000 shares issued and outstanding as of September 30, 2012 and December, 2011,
respectively.                                                                                              28,560             19,056
Class B Common stock, $.001 par value; 5,000,000 shares authorized, 5,000,000 and 700,000 shares
issued and outstanding as of September 30, 2012 and December 31, 2011, respectively.                        5,000              1,400
Additional paid-in capital                                                                                677,658          2,476,773
Dividend paid                                                                                                   -            (46,764 )
Accumulated deficits                                                                                   (4,006,317 )       (2,118,132 )
Total stockholders' (deficit) equity                                                                     (295,099 )          332,333

Total liabilities and stockholders' (deficit) equity                                               $      365,966     $     451,626


                                             See accompanying notes to the financial statements


                                                                    F-3
Table of Contents

                                             THE GRAYSTONE COMPANY, INC.
                                              STATEMENT OF OPERATIONS

                                                        Three Months Ended September                      Nine Months Ended
                                                                     30,                                     September 30,
                                                            2012             2011                        2012              2011
                                                         (unaudited)      (unaudited)                 (unaudited)      (unaudited)

Sales, net                                             $         46,008     $        37,782       $          88,478     $     112,631
Cost of goods sold                                               40,999              14,330                  55,278            42,333
Gross profit                                           $          5,009     $        23,452       $          33,200     $      70,298

Operating Expenses
General and administrative                                      609,209              21,288                 911,643            79,555
Legal and professional                                          182,611             239,073                 737,803           487,000
Research and development                                         45,770             170,545                  90,805           182,945
Total operating expenses                                        837,590             430,906               1,740,251           749,500

Loss from operations                                           (832,581 )          (407,454 )            (1,707,051 )         (679,202 )

Other income (expense)
Interest income                                                       -                       -                   -                100
Interest (expense)                                              (31,308 )                     -            (115,791 )                -
Other income                                                          -                       -                   0               (258 )
(Loss) on sale of assets                                        (13,250 )                     -             (18,579 )                -
Total other income (expense)                                    (44,558 )                     -            (134,370 )             (158 )

Loss before income taxes                                       (877,139 )          (407,454 )            (1,841,421 )         (679,360 )

Provision for income taxes                                              -                     -                    -                  -

Net loss                                               $       (877,139 ) $        (407,454 )     $      (1,841,421 )   $     (679,360 )


Net loss per share of common stock:
Basic                                                  $             (0.00 ) $         (0.00 )    $           (0.02 )   $        (0.01 )


Weighted average number of shares outstanding               211,143,069          96,059,066             115,142,328         58,759,063


                                        See accompanying notes to the financial statements.


                                                               F-4
Table of Contents

                                                   THE GRAYSTONE COMPANY, INC.
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                       Cumulative from May 27, 2010 (Inception) to September 30, 2012

                    Common stock, Class A               Common stock, Class B
                                                                                        Additional
                                                                                         Paid in             Retained        Dividend
                     Shares                Amount         Shares       Amount            Capital             Earning           paid              Total
Balance, May
27, 20010
(Inception)                      -     $            -              -   $        -   $                -   $              -    $          -    $             -
Issuance of
common stock at
$0.0001 per
share                  46,000,000             4,600                -            -            10,500                     -               -           15,100
Cash dividends
issued                           -                  -              -            -                    -                  -         (6,275 )           (6,275 )
Net loss, period
ended December
31, 2010                         -                  -              -            -                    -           45,526                 -           45,526
Balance,
December 31,
2010                   46,000,000      $      4,600                -   $        -   $        10,500      $       45,526      $    (6,275 )   $      54,351

Issuance of
common stock at
$0.0001 per
share                144,557,500             14,456        1,400,000       1,400          2,412,282                     -               -        2,428,138
Issuance of
convertible notes
in connection
with warrants
issuance                         -                  -              -            -            42,500                     -               -           42,500
Stock based
compensation                     -                  -              -            -            11,491                     -               -           11,491
Cash dividends
issued                           -                  -              -            -                    -                  -        (16,000 )          (16,000 )
Stock dividend
issued                           -                  -              -            -                    -                  -        (24,489 )          (24,489 )
Net loss, year
ended December
31, 2011                         -                  -              -            -                    -        (2,163,658 )              -        (2,163,658 )
Balance,
December 31,
2011                 190,557,500       $     19,056        1,400,000   $   1,400    $     2,476,773      $    (2,118,132 )   $   (46,764 )         332,333

Stock based
compensation          158,305,000      $     15,830        3,600,000   $   3,600    $       510,437                     -               -          668,742
Reverse              (190,874,048 )    $    (19,087 )              -           -    $        19,087                     -               -         (171,787 )
Issuance of
convertible notes
in connection
with warrants
issuance               59,750,000      $      5,975                -            -   $       175,702                     -               -          235,452
Issuance of
convertible notes
in connection
with notes
issuance               67,865,748      $      6,786                -            -   $       238,615                     -               -          306,481

Net loss, year
ended
September 30,
2012                             -                  -              -            -                    -   $    (1,841,421 )              -        (1,841,421 )
Balance,
September 30,
2012 (unaudited)   285,604,200   $   28,560      5,000,000   $    5,000   $   3,677,658   $   (4,006,317 )   $   -   $   (295,099 )


                                        See accompanying notes to the financial statements.


                                                                 F-5
Table of Contents

                                                  THE GRAYSTONE COMPANY, INC.
                                                   STATEMENT OF CASH FLOWS

                                                                                                      Nine Months Ended September
                                                                                                                  30,
                                                                                                         2012             2011
                                                                                                      (unaudited)      (unaudited)
Cash flows from operating activities
        Net Income(loss)                                                                          $      (1,841,421 )   $    (679,360 )
   Adjustments to reconcile net income to net cash used by operating activities:
        Depreciations on fixed assets                                                                         1,800                   -
        Amortizations on intangible assets                                                                      750                   -
        Derivative expense                                                                                  120,795
        Interest BCF                                                                                        109,501                   -
        Impairment of acquired intangible assets                                                             13,250                   -
        Loss on sale of plant, property & equipment                                                          18,579                   -
        Common stock issuances for services contributed                                                     937,783                   -
        Notes issued for legal services contributed                                                          31,250                   -
   Changes in operating assets and liabilities:
        Accounts receivable                                                                                  17,120            (6,624 )
        Accounts payable                                                                                      2,943             9,374
        Accrued expenses                                                                                      5,153            22,445
      Net cash used by operating activities                                                                (582,497 )        (654,165 )

Cash flows from investing activities
        Purchase of plant, property & equipment                                                            (268,521 )          (70,742 )
        Purchase of minority interest of entity                                                                   -         (1,700,000 )
        Sale of plant, property & equipment                                                                  14,942                  -
      Net cash provided (used) by investing activities                                                     (253,579 )       (1,770,742 )

Cash flows from financing activities
        Proceeds from notes payable                                                                         535,436           256,983
        Proceeds from stock issaunces                                                                       430,350         2,193,025
        Repayment from notes payable                                                                        (67,450 )               -
        Cash dividend paid                                                                                        -           (30,000 )
      Net cash provided by financing activities                                                             898,336         2,420,008

Net change in cash and cash equivalent                                                                       62,260             (4,899 )

Cash and cash equivalent at the beginning of year                                                               793              5,522

Cash and cash equivalent at the end of year                                                       $          63,053     $          623


Supplemental disclosures of cash flow Information:
   Cash paid during the period for:
     Interest                                                                                     $                -    $             -

       Income taxes                                                                               $                -    $             -


Supplemental non-cash investing and financing activities:
     Issuance of common stock for services contributed                                            $         937,783     $             -
     Issuance of notes for services contributed                                                   $          31,250     $             -
     BCF note discount                                                                            $         109,501     $             -
     BCF note that converted to class A common stock                                              $         124,948     $             -
     Common stocks cancelled with subscription receivable                                         $        (218,200 )   $             -
     Subscription receivable compensated with professional service contributed                    $         131,800     $             -

                                             See accompanying notes to the financial statements
F-6
Table of Contents

                                                      THE GRAYSTONE COMPANY, INC.

                                               NOTES TO THE FINANCIAL STATEMENTS
                                                 THE GRAYSTONE COMPANY, INC.
                                           CONDENSED NOTES TO FINANCIAL STATEMENTS


Note 1 – Nature of Operations

The Graystone Company, Inc. (“Graystone”, “we”, “us”, “our”, the "Company" or the "Registrant") was originally incorporated in the State of
New York on May 27, 2010 under the name of Argentum Capital, Inc. Graystone was reincorporated in Delaware on January 10, 2011 and
subsequently we changed our name to The Graystone Company, Inc on January 14, 2011. Graystone is domiciled in the state of Delaware, and
its corporate headquarters are located in Las Vegas, Nevada.

The Graystone Company, Inc. is a holding company whose primary operating activities involve acquiring and developing mining properties
amenable to low cost production. In January 2012, the Company launched a new division that sells gold, silver and other precious metals to
retail buyers. The Company also operates other divisions that include a marketing division, real estate division, and consulting division.

The Graystone Company, Inc. has two dormant subsidiaries as indicated below,

•       Grupo Minero Inca S.A., - a Peru Corporation with equity interest of 100%
•       Graystone Mining Company – a Nevada Corporation with equity interest of 100%

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America or GAAP
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the
intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly,
assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of
business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the
preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that
may be necessary if the Company is unable to continue as a going concern.

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business,
maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses
associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional
capital.

Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth.
Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or
through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to
do so could have a material and adverse effect upon it and its shareholders.


                                                                          F-7
Table of Contents


Note 2 – Significant Accounting Policies

Accounting Method

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on
December 31.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. The
Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and
respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and
liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs
are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

               Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

              Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar
       assets or liabilities in markets that are not active near the measurement date.

            Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the
       measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. The Company does not have any marketable
securities in the “Level 2” and “Level 3” category. The Company believes that the recorded values of all our other financial instruments
approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and
liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no
financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured
on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial
assets as an investment carried at fair value on a recurring basis as of December 31, 2011 and 2010.

The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type
of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments,
pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the
valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market
and may require management judgment. As of December 31, 2011 and 2010, the Company has assets and liabilities in cash, various
receivables, property and equipments, and various payables. Management believes that they are being presented at their fair market value.


                                                                         F-8
Table of Contents

Note 2 – Significant Accounting Policies (Continued)

Income Taxes

In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), the Company accounts for income
taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company’s Consolidated Financial Statements, but have not been reflected in the
Company's taxable income. A valuation allowance has been established to reduce deferred tax assets to their estimated realizable
value. Therefore, the Company provides a valuation allowance to the extent that the Company does not believe it is more likely than not that it
will generate sufficient taxable income in future periods to realize the benefit of its deferred tax assets. The Company recognizes interest and
penalties related to unrecognized tax benefits in income tax expense.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash
equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, the Company places its cash and
cash equivalents with high credit quality institutions.

Accounts Receivable

Accounts receivable, if any, is carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be
based on management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a
deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience, our estimates of the
recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. As of September 30, 2012 and
December 2011, the balances of accounts receivable were $28,830 and $17,120, respectively.

Notes Payable

Notes payable is classified as current if the maturity date is within 12 months after September 30, 2012, and otherwise it is classified as
non-current.

Revenue Recognition

The Company has four different divisions. The revenue recognition methods for each division are indicated below.

Natural Resources Division - This division began operating in January 2011and operates the Company’s wholly owned subsidiary Graystone
Mining, Inc., a Nevada Company. This Division is engaged in the business of acquiring gold, silver, precious metal and gems and other
mineral properties with proven and/or probable reserves. The Company has currently begun mining operations in Peru. The Company's
Natural Resources Division is a mine processing entity whereby we locate and extract mineral deposits for refining. Revenue is recognized
when products are shipped or delivered if not shipped.

Non-operating divisions:

Marketing Division - This division operates under d/b/a paypercallexchange.com. This division began operating in July 2010. The division
serves as an advertising and customer acquisition firm for 3rd party entities. The Company places generic interactive advertisements through
our proprietary process and technologies, in numerous mediums, e.g. print, web, Skype and mobile. Revenue is recognized when the call is
generated and transferred to one of the clients. The Company shut down this division during the 3rd quarter 2012.

Consulting Division - This division operates under d/b/a Graystone Ventures. Graystone Ventures began operating in November 2010. This
division is a strategic, financial and operational consulting entity, which allows clients to outsource aspects of their business. This division
focuses primarily on early staged companies and public companies in the nano-cap and micro-cap but also assists growth and mature
companies as well. This division provides services in the areas of marketing, sales and operations. Revenue is recognized when consulting
services are provided to clients. The Company shut down this division during the 3rd quarter 2012.

Real Estate Division - This division began operations in January 2011 and acquired its initial property on March 30, 2011. On March 30, 2011,
the Company retained the services of a consultant to manage its properties and locate additional properties in the Fort Wayne, Indiana
area. Revenue is recognized when management services are provided to clients. The Company shut down this division during the 3rd quarter
2012.
F-9
Table of Contents

Note 2 – Significant Accounting Policies (Continued)

Equity Warrants

The Company has issued warrants to purchase shares of its common stock in connection with convertible notes. In accordance with ASC
470-20, Debt with conversions and other options , the proceeds from the notes were allocated based on the relative fair values of the notes
without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. The Company records the fair
value of the warrants at the time of issuance as additional paid in capital and as a debt discount to the notes. The Company amortizes this debt
discount as interest expense over the life of the note. Additionally, as a result of issuing the warrants with the convertible notes, a beneficial
conversion option is recorded as a debt discount reflecting the incremental conversion option intrinsic value of the conversion option provided
to the holders of the notes. Company also amortizes this debt discount as interest expense over the life of the notes. The intrinsic value of each
conversion option was calculated as the difference between the effective conversion price and the fair value of the common stock, multiplied by
the number of shares into which the note is convertible.

Stock-Based Compensation

The Company accounts for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover,
the Company issues warrants to the consultants and related parties. The Company is required to estimate the fair value of share-based awards
and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. The
Company has estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option
pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely
transferable. The Black-Scholes model requires the input of certain assumptions. Changes in the assumptions used in Black-Scholes model can
materially affect the fair value estimates. The Company evaluates the assumptions used to value stock options on an annual basis. The expected
term of stock options represents the weighted average period the stock options are expected to remain outstanding.

The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees. Upon the
adoption of the accounting guidance, the Company continued to use historical volatility in deriving its expected volatility assumption as
allowed under GAAP because it believes that future volatility over the expected term of the stock options is not likely to differ materially from
the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock
options. The expected dividend assumption is based on the history and expectation of dividend payouts. The fair values generated by the
Black-Scholes model may not be indicative of the actual fair values of the equity awards, as the Company does not consider other factors
important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.

Litigation and Settlement Costs

Legal costs are expensed as incurred. The Company records a charge equal to at least the minimum estimated liability for a loss contingency
when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable
that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a
range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, the Company will accrue the minimum
amount in the range. The Company is not presently involved in any legal proceedings, litigation or other legal actions

Research and Development Costs

Costs associated with the development of the Company’s products are charged to expense as incurred. $90,805 and $182,945 were incurred in
the period ended September 30, 2012 and 2011, respectively.

Recently issued accounting standards

In September 2011, the FASB issued ASU No. 2011-8, Intangibles—Goodwill and Other (Topic 350) - Testing Goodwill for Impairment , that
provides guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment
to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that
this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment
and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value
of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective
for us beginning January 1, 2012.


                                                                        F-10
Table of Contents

In June 2011, the Financial Accounting Standards Board, or FASB, issued guidance regarding the presentation of comprehensive income. The
new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive
income either in a single continuous statement of comprehensive incomer in two separate but consecutive statements. The updated guidance is
effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2011. We adopted the provisions of this guidance effective January 1, 2012, as reflected in the unaudited condensed consolidated
statements of comprehensive income herein.

Note 3 – Other Intangible Assets

Other intangible assets: Consist of trade secrets and technology cost pending further validation. Estimated useful lives are 15 years.

The Company reviews the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower
projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends,
indicate that the net book value of an asset may not be recovered through expected undiscounted future cash flows from its use and eventual
disposition. If this review indicates that there is impairment, the impaired asset is written down to its fair value, which is typically calculated
using: (i) quoted market prices and/or (ii) discounted expected future cash flows. The Company estimates regarding future anticipated revenue
and cash flows, the remaining economic life of the products and technologies, or both, may differ from those used to assess the recoverability
of assets. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in a reduction in net
income or an increase to net loss in the period when such determinations are made. As of September 30, 2012 the Company wrote off the
intangible assets since the Company ceased operations that used the intangible assets.

                                                                                            2012                   2011

                    Definite-lived intangibles                                                  15,000                  15,000
                    Accumulated amortization/Write off                                         (15,000 )                 1,000
                    Definite-lived intangibles, net                                                  0                  14,000


                    Total other intangible assets                                     $               0      $          14,000


Definite-lived intangibles approximate remaining weighted average useful life in years.

Note 4 – Common Stock

The Company is authorized to issue 5,000,000,000 shares of Class A Common Stock, Class A, with a par value of $0.0001 . The Company's
board of directors and majority of its Class A Common Stock holders approved a reverse split of 400:1 for all shares issued and outstanding as
of March 27, 2012. The reverse split will be effective at May 14, 2012. Therefore, in the period ended September 30, 2012, the company issued
a total of 285,604,200 Class A Common Stock shares. As of September 30, 2012, the Company had the authority to issue to 700,000,000
shares of Class A Common Stock, Class A, with a par value of $0.0001 . However, on December 27, 2012, the Company’s board of directors
and a majority of its Class A Shareholders approve to amend the Company Articles of Incorporation to authorize the issuance of up
to 5,000,000,000 shares of Class A Common Stock, Class A, with a par value of $0.0001 .


                                                                       F-11
Table of Contents

                       Date                                      Category(in exchange for)
                    5/14/2012                                            Reverse                                            (190,874,048 )
                    5/14/2012                                            Services                                             64,100,000
                    5/31/2012                                            Services                                                200,000
                     6/5/2012                                         Cash/Services                                            3,000,000
                    6/11/2012                                        Convertible Notes                                         3,181,818
                    6/14/2012                                            Services                                                250,000
                    6/19/2012                                         Cash/Services                                            1,750,000
                    6/21/2012                                        Convertible Notes                                         3,214,286
                                                                         Subtotal                                           (115,177,944 )


                                                            Shares issued in the beginning balance                           191,352,500
                                               Total Class A Common Stock Shares Issued in first Quarter 2012               (115,177,944 )
                                                              Shares issued as of June 30, 2012                               76,174,556

                     7/5/2012                                            Services                                             25,000,000
                     7/5/2012                                            Services                                             25,000,000
                     7/5/2012                                        Convertible Notes                                         3,235,294
                     7/6/2012                                            Services                                              1,655,000
                    7/10/2012                                            Services                                             10,000,000
                    7/10/2012                                            Services                                             10,000,000
                    7/11/2012                                        Convertible Notes                                         3,235,294
                    7/11/2012                                            Services                                              2,000,000
                    7/11/2012                                         Cash/Services                                            5,000,000
                    7/13/2012                                        Convertible Notes                                         3,235,294
                    7/17/2012                                        Convertible Notes                                         3,235,294
                    7/24/2012                                        Convertible Notes                                         3,235,294
                    7/27/2012                                         Cash/Services                                            5,000,000
                     8/1/2012                                        Convertible Notes                                         3,235,294
                     8/7/2012                                        Convertible Notes                                         3,263,158
                     8/8/2012                                         Cash/Services                                            5,000,000
                    8/10/2012                                        Convertible Notes                                         3,263,158
                    8/13/2012                                         Cash/Services                                            5,000,000
                    8/15/2012                                            Services                                                200,000
                    8/15/2012                                            Services                                              1,655,000
                    8/15/2012                                            Services                                                200,000
                    8/15/2012                                         Cash/Services                                            5,000,000
                    8/21/2012                                            Services                                              8,000,000
                    8/21/2012                                            Services                                              8,000,000
                    8/21/2012                                        Convertible Notes                                         8,842,105
                    8/27/2012                                        Convertible Notes                                         4,105,263
                    8/28/2012                                        Convertible Notes                                         2,941,176
                     9/1/2012                                            Services                                                625,000
                     9/1/2012                                            Services                                                625,000
                     9/4/2012                                         Cash/Services                                           10,000,000
                     9/5/2012                                        Convertible Notes                                         4,947,368
                    9/11/2012                                        Convertible Notes                                         4,347,826
                    9/12/2012                                        Convertible Notes                                         6,521,739
                    9/13/2012                                        Convertible Notes                                         3,826,087
                    9/21/2012                                         Cash/Services                                           20,000,000
                                                                        Subtotal                                             209,429,644


                                                            Shares issued in the beginning balance                            76,174,556
                                               Total Class A Common Stock Shares Issued in 3rd Quarter 2012                  209,429,644
                                                           Shares issued as of September 30, 2012                            285,604,200


The Company is authorized to issue 5,000,000 shares of Class B Common Stock, Par Value with a par value of $0.001. The Class B shares do
not have the right to convert into Series A. Additionally, the Series B votes with the Common A shareholders, unless prohibited by law, and
have voting rights equal to 100 votes for each share of Class B Common Stock. In the period ended September 30, 2012, the company issued a
total of 3,600,000 Class B Common Stock shares.


                                                                  F-12
Table of Contents

Note 5 – Dividends

The Company did not declare or issue any dividends in the quarter ending September 30, 2012.

Note 6 – Commitments and legal proceedings

Legal Proceedings

The Company is not presently involved in any legal proceedings and was not involved in any such legal proceedings during the year ended
September 30, 2012.

Indemnification

Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend its customers
against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the
customers’ legal use of the Company’s services. Exposure to the Company under these indemnification provisions is generally limited to the
total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose the Company
to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company or its
customers pertaining to such indemnification provisions and no amounts have been recorded

Note 7 – Fair Value Measurements

Determination of fair value

Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Assets Measured at Fair Value on a Recurring Basis

As of June 30, 2012, none of the Company’s cash balances were invested in financial instruments. The following table presents the Company’s
financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments
as of June 30, 2012:

As of September 30, 2012
                                                                 Fair Value          Level 1               Level 2               Level 3
Cash and cash equivalents:

Cash (1)                                                     $          63,053   $         63,053                      -                     -

(1) Included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets.

Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The types of
instruments valued based on quoted market prices in active markets include money market securities. The Company reviewed its financial and
non-financial assets and liabilities for the year ended September 30, 2012 and concluded that there were no material impairment charges during
each of these periods.


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Table of Contents


Note 8 – Convertible Notes Payable

Asher November 29, 2011 convertible note. On November 29, 2011 the Company received a note in the amount of $42,500 from Asher
Enterprises, Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable,
whether at maturity date on September 5, 2012. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.03 per Optional Conversion Share.

In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $14,986 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$27,514, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. The
convertible notes was converted to common stocks on June 5, 2012. We recorded zero interest expense for the three months ended September
30, 2012 and 2011 in connection with the Asher note. As the convertible notes was converted prior to the maturity date on September 5, 2012,
the unamortized discount of $9,982 was reversed as a debt discount as of June 30, 2012.

Asher January 10, 2012 convertible note. On January 10, 2012 the Company received a note in the amount of $32,500 from Asher
Enterprises, Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable,
whether at maturity date on October 12, 2012. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.03 per Optional Conversion Share.

In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $11,691 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$20,809, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. The
convertible notes was converted to common stocks on July 16, 2012. We recorded interest expense of $2,891 and zero, respectively, for the
three months ended September 30, 2012 and 2011 in connection with the Asher note. As the convertible notes was converted prior to the
maturity date on September 5, 2012, the unamortized discount of $10,641 was reversed as a debt discount as of September 30, 2012.

Asher February 28, 2012 convertible note. On February 28, 2012 the Company received a note in the amount of $32,500 from Asher
Enterprises, Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable,
whether at maturity date on November 30, 2012. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.03 per Optional Conversion Share.


                                                                      F-14
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In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $11,708 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$20,792, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. The
convertible notes was converted to common stocks on July 16, 2012. We recorded interest expense of $14,601 and zero, respectively, for the
three months ended September 30, 2012 and 2011 in connection with the Asher note. As the convertible notes was converted prior to the
maturity date on September 3, 2012, the unamortized discount of $10,362 was reversed as a debt discount as of September 30, 2012.

Asher April 26, 2012 convertible note. On April 26, 2012 the Company received a note in the amount of $47,500 from Asher Enterprises,
Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable, whether at
maturity date on January 30, 2013. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.01 per Optional Conversion Share.

In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $42,582 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$4,918, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. We
recorded interest expense of $15,663 and zero, respectively, for the three months ended September 30, 2012 and 2011 in connection with the
Asher note.

Asher June 21, 2012 convertible note . On June 21, 2012 the Company received a note in the amount of $32,500 from Asher Enterprises,
Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable, whether at
maturity date on March 25, 2013. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.01 per Optional Conversion Share.

In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $30,631 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$1,869, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. We
recorded interest expense of $10,717 and zero, respectively, for the three months ended September 30, 2012 and 2011 in connection with the
Asher note.

Asher August 7, 2012 convertible note . On August 7, 2012 the Company received a note in the amount of $32,500 from Asher Enterprises,
Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable, whether at
maturity date on May 9, 2013. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.01 per Optional Conversion Share.


                                                                      F-15
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In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $6,609 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$25,891, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. The
convertible notes was converted to common stocks on July 16, 2012. We recorded interest expense of $6,500 and zero, respectively, for the
three months ended September 30, 2012 and 2011 in connection with the Asher note.

Asher August 27, 2012 convertible note . On August 27, 2012 the Company received a note in the amount of $32,500 from Asher
Enterprises, Inc. The note bears a simple interest of 8% per annum from the date hereof (the “Issue Date”) until it becomes due and payable,
whether at maturity date on May 30, 2013. The note is convertible into shares of Class A Common Stock, $0.0001 par value per share.

Conversion Rights : At any time on or prior to the Maturity Date, subject to the written consent of the Company, all or any portion of the then
outstanding Principal Amount and accrued but unpaid interest of the Notes may be converted (the "Optional Conversion") into a number of
shares of the Company’s common stock (the "Optional Conversion Shares") equal to the amount of the then outstanding Principal Amount plus
the then accrued but unpaid interest to be converted, divided by the Conversion Price which shall be $0.01 per Optional Conversion Share.

In accordance with ASC 470-20, Debt with conversions and other options , the proceeds from Asher Enterprises were allocated based on the
relative fair value of the note without the warrant issued in conjunction with the note and of the warrant itself at the time of issuance. We
recorded the relative fair value of the warrant issued to Asher Enterprise in the amount of $6,670 as a debt discount upon issuance, and
amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated
convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental intrinsic value benefit of
$25,830, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. The
convertible notes was converted to common stocks on July 16, 2012. We recorded interest expense of $4,004 and zero, respectively, for the
three months ended September 30, 2012 and 2011 in connection with the Asher note.

The following table reflects the carrying values of our short-term notes payable as of September 30, 2012:

Current notes payable
                                                                                          Loan
                                                                                       conversion to                               Net notes
                                                                    Total loan        common stocks       Debt Discount            payable


Asher Graystone note 1                                          $      (32,500.00 )   $     21,859.43    $      (10,640.57 )   $              -
Asher Graystone note 2                                                    (32,500 )            22,138              (10,362 )                  -
Asher Graystone note 3                                                    (42,500 )            32,518               (9,982 )                  -
Asher Graystone note 4                                                    (47,500 )                                 20,771              (26,729 )
Asher Graystone note 5                                                    (32,500 )                                 14,211              (18,289 )
Asher Graystone note 6                                                    (32,500 )                                 26,000               (6,500 )
Asher Graystone note 7                                                    (32,500 )                                 28,496               (4,004 )
                                                                                                                                              -
Total convertible notes payable                                 $       (252,500 )    $        76,515    $          58,493     $       (117,492 )
Notes from related parties                                                                                                             (281,372 )
Loans from shareholders                                                                                                                (115,373 )
Other loan                                                                                                                               (5,805 )
Total short-term notes payable                                                                                                 $       (520,042 )



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For the three months and nine months ended September 30, 2012, the total accrued interest and interest on beneifical conversion features was
$50,595 and $109,501, respectively.

Moreover the following table summarizes the Future maturities of Loans Payable as of September 30, 2012 are as follows:

                                                                            Principal
                                                  12/31/2012            $        402,550
                                                  12/31/2013                     117,492
                                                  12/31/2014                           -
                                                  12/31/2015                           -
                                                  12/31/2016                           -
                                                  Thereafter                           -
                                                  Total                 $        520,042


Note 9 – Segment Information

The Company has four (4) business segments: mining, paypercallexchange.com, consulting and real estate. The Company is currently winding
down all of its operations in paypercallexchange.com, consulting and real estate and focusing its energy to its mining operations. The
Company’s chief operating decision-maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial
information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by
information about revenue by geographic regions. The Company’s assets are primarily located in the United States of America and Peru and
not allocated to any specific region and it does not measure the performance of its geographic regions based upon asset-based metrics.
Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer
order

The following present total revenue by geographic region for the period ended September 30, 2012.

                    Revenues:
                                                                                      June 30,            December 31,
                                                                                        2012                  2011
                    U.S. Sales                                                      $       79,348       $      125,728
                    Oversea Sales                                                   $        9,294       $         4,990

                    Total Sales                                                     $         88,422     $        130,718


The decrease in US Sales is attributable to the fact that Company is winding down its operations related to paypercallexchange.com, real estate
division and consulting division and redeploying those assets to it mining operations.

The following present total cost of goods sold by geographic region for the period ended September 30, 2012.

                    Sales by category
                                                                                      Period Ending September 30,
                                                                                        2012              2011
                    Paypercallexchange.com                                          $       14,023    $        31,472
                    Gold/Silver Sales                                               $       41,256    $         4,990
                    Other Income                                                    $            0    $         1,320

                    Total Sales                                                     $         55,278     $          37,782


Note 10 – Subsequent Events

The Company has evaluated events and transactions subsequent to September 30, 2012 to the date of issuance in accordance with ASC 855
“Subsequent Event”. We have had the following material subsequent event.

On January 7, 2013, the Company issued 10,444,414 shares of Class A Common stock at an applicable conversion price of $0.0018. Asher
Enterprises converted $17,500 of its note convertible in the amount of $32,500. The agreement with Asher allows them to convert their debt
after six (6) months at a conversion price equal to the average of the three (3) lowest closing bid prices ten (10) trading days prior to the
conversion date. This draw is against the note dated June 21, 2012 in the amount of $32,500. There is $0 remaining on the note as this note
has been fully converted.

On December 28, 2012, the Company issued 7,894,737 shares of Class A Common stock at an applicable conversion price of $0.0019. Asher
Enterprises converted $15,000 of its note convertible in the amount of $32,500. The agreement with Asher allows them to convert their debt
after six (6) months at a conversion price equal to the average of the three (3) lowest closing bid prices ten (10) trading days prior to the
conversion date. This draw is against the note dated June 21, 2012 in the amount of $32,500.

On December 19, 2012, the Company’s officers and directors have agreed to invest into the Company $50,000 for the initial investment for the
joint venture in Suriname. The Company agreed to issue 25,000,000 shares of its Series A Preferred Stock in exchange for this investment.


                                                                    F-17
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On December 6, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased
6,000,000 shares for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015.

On December 6, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 6,000,000 shares
for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015.

On December 10, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased
3,000,000 shares for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015.

On December 10, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 3,000,000 shares
for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015.

On December 3, 2012, the Company closed on a Securities Purchase Agreement (“Purchase Agreement”) with Asher Enterprises, Inc., a
Delaware corporation (“Asher”), relating to the issuance and sale to Asher of an unsecured convertible promissory note (the “Note”) in a
private transaction (the “Transaction”) with a principal amount of $32,500. The note bears a simple interest of 8% per annum from the date
hereof (the “Issue Date”) until it becomes due and payable, whether at maturity date on September 5, 2013. The Company received net
proceeds of $30,000 from the Transaction, which will be used as general working capital. The Purchase Agreement includes customary
representations, warranties and covenants. In connection with the Transaction, the Company issued Asher the Note. Interest on the Note
accrues at a rate of 8% annually. The principal amount of the Note together with interest may be converted into shares of the Company's
common stock, par value $0.0001 (“Common Stock”), at the option of the Asher at a conversion price equal to fifty-five percent (55%) of the
Market Price (as defined in the Note) for the Common Stock during the ten trading days prior to the conversion.

On November 13, 2012, the Company issued 4,000,000 shares of Class A Common stock at an applicable conversion price of $0.004. Asher
Enterprises converted $16,000 of its note convertible in the amount of $47,500. The agreement with Asher allows them to convert their debt
after six (6) months at a conversion price equal to the average of the three (3) lowest closing bid prices ten (10) trading days prior to the
conversion date. This draw is against the note dated April 26 2012 in the amount of $47,500. There is $16,500 remaining on the note.

On November 5, 2012, the Company issued 3,846,154 shares of Class A Common stock at an applicable conversion price of $0.0039. Asher
Enterprises converted $15,000 of its note convertible in the amount of $47,500. The agreement with Asher allows them to convert their debt
after six (6) months at a conversion price equal to the average of the three (3) lowest closing bid prices ten (10) trading days prior to the
conversion date. This draw is against the note dated April 26 2012 in the amount of $47,500. .

On November 5, 2012, the Company and its CEO and CFO agreed to a revolving line of credit in the amount of $100,000. The Company’s
CEO and CFO will provide a line of credit to the Company in the total amount of $100,000 which shall be used for short term cash flows needs
and shall bear no interest.

On October 5, 2012, the Company closed on a Securities Purchase Agreement (“Purchase Agreement”) with Asher Enterprises, Inc., a
Delaware corporation (“Asher”), relating to the issuance and sale to Asher of an unsecured convertible promissory note (the “Note”) in a
private transaction (the “Transaction”) with a principal amount of $32,500. The note bears a simple interest of 8% per annum from the date
hereof (the “Issue Date”) until it becomes due and payable, whether at maturity date on July 10, 2013. The Company received net proceeds of
$30,000 from the Transaction, which will be used as general working capital. The Purchase Agreement includes customary representations,
warranties and covenants. In connection with the Transaction, the Company issued Asher the Note. Interest on the Note accrues at a rate of
8% annually. The principal amount of the Note together with interest may be converted into shares of the Company's common stock, par value
$0.0001 (“Common Stock”), at the option of the Asher at a conversion price equal to fifty-five percent (55%) of the Market Price (as defined in
the Note) for the Common Stock during the ten trading days prior to the conversion.

On October 1, 2012, the Company received a loan from Renard Properties for $40,000 which was used to purchase mining equipment in Peru.

On October 1, 2012, the Company received a loan from JW Group for $40,000 which was used to purchase mining equipment in Peru.


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ITEM 26: EXHIBITS SCHEDULE

The following exhibits are filed with this prospectus:

Exhibit             Description
3.1                 Restated Articles of Incorporation
3.2                 By-Laws
10.1                SC Capital Investment Agreement
5.1                 Legal Opinion
23.1                Auditors Consent


ITEM 27: UNDERTAKING

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

                      (a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                  (b) reflect in the prospectus any facts or events which, individually or, together, represent a fundamental change in the
information in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                      (c) include any additional or changed material information on the plan of distribution.

Provided however, That:

        i. Paragraphs (1)(a) and (1)(b) of this section do not apply if the registration statement is on Form S-8, and the information required to
           be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
           the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
           registration statement; and

       ii. Paragraphs (1)(a), (1)(b) and (1)(c) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the
           information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
           to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
           part of the registration statement.


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2. For determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4. For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the
securities, that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:

                    i.     Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to
                           be filed pursuant to Rule 424;
                    ii.    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer
                           or used or referred to by the undersigned small business issuer;

                    iii.   The portion of any other free writing prospectus relating to the offering containing material information about the
                           undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer;
                           and
                    iv.    Any other communication that is an offer in the offering made by the undersigned small business issuer to the
                           purchaser.

5. For the purpose of determining liability under the Securities Act to any purchaser each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectus filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our
directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers,
or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.


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                                                                    Signatures

Pursuant to the requirements of the Securities Act of 1933, The Graystone Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Huntington Beach in the State of California, on January 15, 2013.

                                                              The Graystone Company, Inc.

                                                              By:       /s/ Joseph Mezey
                                                                        Joseph Mezey
                                                                        President



Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

                      Signature                                                  Title                                        Date
                                                              Chairman of the Board
/s/ Paul Howarth                                              Director, Principal Executive Officer                     January 15, 2013
Paul Howarth

                                                              President, Director, Secretary
/s/ Joseph Mezey                                              Principal Accounting Officer                              January 15, 2013
Joseph Mezey                                                  Principal Financial Officer




                                                                       32
Table of Contents
Exhibit 3.1

                                 RESTATED AND AMENDED CERTIFICATE OF INCORPORATION

                                                       THE GRAYSTONE COMPANY

                                     (Originally incorporated under the name Argentum Capital, Inc.)

      FIRST: The name of the corporation shall be The Graystone Company, Inc.

     SECOND : Its registered officer in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, County of
New Castle, Delaware, 19808. The name of its registered agent at such address is The Company Corporation.

      THIRD : The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

       FOURTH : The total number of shares of all classes of stock that the Corporation is authorized to issue is 5,505,000,000, of which
5,000,000,000 shares shall be Class A Common Stock, 5,000,000 shall be Class B Common Stock 500,000,000 shall be Preferred Stock. Each
share of Class A Common Stock shall have a par value of $.0001. Each share of Class B Common Stock shall have a par value of $0.001. Each
share of Preferred Stock shall have a par value of $0.0001The Class A Common Stock and the Class B Common Stock shall sometimes
hereinafter be referred to collectively as the “Common Stock.”.

    Class A Common Stock and Class B Common Stock . The powers, preferences, and rights of the Class A Common Stock and Class B
Common Stock, and the qualifications, limitations and restrictions thereof, are fixed as follows:

             A. Issuance; Payment and Assessability . The shares of Class A Common Stock and Class B Common Stock may be issued by the
      Corporation from time to time for such consideration, having a value not less than par value, as may be fixed from time to time by the
      Board of Directors of the Corporation. Any and all shares of Class A Common Stock and Class B Common Stock so issued for which
      the consideration so fixed has been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any
      further call or assessment thereon, and the holders of said shares shall not be liable for any further payments in respect of such shares.

              B. Dividends; Distributions; Stock Splits . Holders of Class

             A Common Stock shall be entitled to such dividends or other distributions (including liquidating distributions) per share, whether
      in cash, in kind, in stock (including a stock split) or by any other means, when and as may be declared by the Board of Directors of the
      Corporation out of assets or funds of the Corporation legally available therefor. Holders of Class B Common Stock shall be entitled to
      dividends or other distributions (including liquidating distributions) per share, whether in cash, in kind, in stock, or by any other means,
      equal to the amount per share declared by the Board of Directors of the Corporation for each share of Class A Common Stock, (except in
      the case of a stock split effected by dividend or amendment to this Restated Certificate of Incorporation, or a stock dividend of shares of
      Class A Common Stock to holders of Class A Common Stock and shares of Class B Common Stock to holders of Class B Common
      Stock, in which case holders of Class B Common Stock shall be entitled to receive, on a per share basis, the number of shares of Class B
      Common Stock equal to the number of shares of Class A Common Stock received on a per share basis by the holders of Class A
      Common Stock), and such dividends or distributions with respect to the Class B Common Stock shall be paid in the same form and at
      the same time as dividends or distributions with respect to the Class A Common Stock; provided, however , that, in the event of a stock
      split or stock dividend, holders of Class A Common Stock shall receive shares of Class A Common Stock and holders of Class B
      Common Stock shall receive shares of Class B Common Stock, unless otherwise specifically designated by resolution of the Board of
      Directors.

             C. Voting . Each holder of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock
      standing in his name on the books of the Corporation. Each holder of Class B Common Stock shall be entitled to one thousand
      (1,000) votes for each share of Class B Common Stock standing in his name on the books of the Corporation. Unless otherwise required
      by the Delaware General Corporation Law, the Class A Common Stock and the Class B Common Stock shall vote as a single class with
      respect to all matters submitted to a vote of shareholders of the Corporation.

              D. Conversion . Each class of common may not be converted into the other class of stock.

      Preferred Stock : The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of
Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted or imposed upon any
wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation
and par value of any series and to fix the numbers of shares of any series.
       FIFTH : The name and address of the incorporator is as follows:
        The Company Corporation
        2711 Centerville Road
                 Suite 400
                 Wilmington, Delaware 19808

       SIXTH : The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

       SEVENTH : No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omission not in good faith or
which intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit. No amendment to or repeal of tis Article Seventh shall apply to
or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

       EIGHTH . No contract or other transaction between the Corporation and any other corporation, and no act of the Corporation shall in
any way be affected or invalidated by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in or are
directors or officers of such other corporation. Any director individually, or any firm of which such director may be a member, may be a party
to or may be pecuniarily or otherwise interested in any contract or transaction of the Corporation, provided that the fact that he or such firm is
so interested shall be disclosed or shall have been known to the Board of Directors, or a majority thereof; and any director of the Corporation,
who is also a director or officer of such other corporation, or is so interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect, as if he were not such director or officer of such other corporation or not so interested,

       IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this
Certificate of Incorporation this 10 th Day of December, 2012.


        By: /s/ Joseph Mezey
        Name: Joseph Mezey
        Secretary
Exhibit 3.2

                                                                     BY-LAWS

                                                                         OF

                                                     THE GRAYSTONE COMPANY, INC.

                                                       (Formerly Argentum Capital, Inc.)



                                                                    SECTION 1

                                                           Certification of Incorporation

     1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the
powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the
affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the certificate of incorporation; and the
certificate of incorporation is hereby made a part of these by-laws. In these by-laws, references to the certificate of incorporation mean the
provisions of the certificate of incorporation (as that term is defined in the General Corporation Law of Delaware) of the corporation as from
time to time in effect, and references to these by-laws or to any requirement or provision of law mean these by-laws or such requirement or
provision of law as from time to time in effect.

                                                                    SECTION 2

                                                                       Offices

    2.1. REGISTERED OFFICE. The registered office of the corporation shall be in the City of Wilmington, Delaware.

    2.2. OTHER OFFICES. The corporation may also have an office or offices at such other place or places, either within or without the State
of Delaware, as the Board of Directors of the corporation from time to time may determine or as the business of the corporation may require.

                                                                    SECTION 3

                                                                    Stockholders

     3.1. ANNUAL MEETING. The annual meeting of the stockholders shall be held at nine-thirty o’clock in the forenoon on the first Monday
in March in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at
the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may
be required by law or these by-law or as may be specified by the chairman of the board or by a majority of the directors then in office or by
vote of the board of directors and of which notice was given in the notice of the meeting. Notwithstanding the foregoing, the first annual
meeting of the corporation shall be held in the year 2010.

     3.2. SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If the election for directors shall not be held on the day designated by
these by-laws, the directors shall cause the election to be held as soon thereafter as convenient, and to that end, if the annual meeting is omitted
on the day herein provided therefor or if the election of directors shall not be held thereat, a special meeting of the stockholders may be held in
place of such omitted meeting or election, and any business transacted or election held at such special meeting shall have the same effect as if
transacted or held at the annual meeting, and in such case all references in these by-laws to the annual meeting of the stockholders, or to the
annual election of directors, shall be deemed to refer to or include such special meeting. Any such special meeting shall be called, and the
purposes thereof shall be specified in the call, as provided in Section 3.3.

     3.3. SPECIAL MEETINGS. A special meeting of the stockholders may be called at any time by the chairman of the board or by the board
of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of
the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors or of one or more stockholders who
are entitled to vote and who hold at least fifty percent of the capital stock issued and outstanding. Any such application shall state the purpose
or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting
    3.4. PLACE OF MEETING. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such
place within or without the State of Delaware as may be determined from time to time by the chairman of the board or the board of directors.
Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.
     3.5. NOTICE OF MEETINGS. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place,
day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the meeting, to each stockholder entitled to vote thereat; and to each stockholder who, by law, by the certificate of
incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by
depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the
corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a
special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting
need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment
is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session
of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof
need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjournment session by such
stockholder is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

     3.6. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders, whether the same be an original or an adjourned session, a
quorum shall consist of a majority in interest of all stock issued and outstanding and entitled to vote at the meeting, except in any case where a
larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a
majority of the votes properly cast upon the question, whether or not a quorum is present.

     3.7. ACTION BY VOTE. When a quorum is present at any meeting, whether the same be an original or an adjourned session, a plurality of
the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than
an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote
in the election.

     3.8. ACTION WITHOUT MEETINGS. Unless otherwise provided in the certificate of incorporation, any action required or permitted to
be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

    If action is taken by unanimous consent of stockholders, the writing or writings comprising such unanimous consent shall be filed with the
records of the meetings of stockholders.

     If action is taken by less than unanimous consent of stockholders and in accordance with the foregoing, there shall be filed with the records
of the meetings of stockholders the writing or writings comprising such less than unanimous consent and a certificate signed and attested to by
the secretary that prompt notice was given to all stockholders of the taking of such action without a meeting and by less than unanimous written
consent.

    In the event that the action which is consented to is such as would have required the filing of a certificate under any of the provisions of the
General Corporation Law of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under
such provision shall state that written consent has been given under Section 228 of said General Corporation Law, in lieu of stating that the
stockholders have voted upon the corporate action in question, if such last mentioned statement is required thereby.

    3.9. PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or
expressing consent or dissent without a meeting.

     Every proxy must be signed by the stockholder or by his attorney-in-fact or be authorized by such other means as is provided in
Section 212 of the Delaware General Corporation Law. No proxy shall be voted or acted upon after three years from its date unless such proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be
limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final
adjournment thereof.
    3.10. VOTES PER SHARE. Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for
each share of capital stock having voting power held by such stockholder.

    3.11. LIST OF STOCKHOLDERS. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered in his name. Such list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business hours, for at least ten days prior to the meeting either at the
place within the city where the meeting is to be held, which place should be specified in the notice of such meeting, or at the place where such
meeting is to be held, and shall also be produced at the time and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present. The stock ledger shall be the only evidence as to who are stockholders entitled to examine
such list or to vote in person or by proxy at such meeting.

                                                                   SECTION 4

                                                                Board of Directors

    4.1. NUMBER. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders.

     4.2. TENURE. The Board of Directors shall be divided into four classes to be known as Class I, Class II, Class III, and Class IV, which
shall be as nearly equal in number as possible. Except in case of death, resignation, disqualification or removal, each Director shall serve for a
term ending on the date of the fourth annual meeting of shareholders following the annual meeting at which the Director was elected; provided,
however, that each initial Director in Class I shall hold office until the 2011 annual meeting of shareholders; each initial Director in Class II
shall hold office until the 2012 annual meeting of shareholders; and each initial Director in Class III shall hold office until the 2013 annual
meeting of shareholders; and each initial Director in Class IV shall hold office until the 2014 annual meeting of shareholders. In the event of
any increase or decrease in the authorized number of Directors, the newly created or eliminated directorships resulting from such an increase or
decrease shall be apportioned among the four classes of Directors so that the four classes remain as nearly equal in size as possible; provided,
however, that there shall be no classification of additional Directors elected by the Board of Directors until the next meeting of shareholders
called for the purposes of electing Directors, at which meeting the terms of all such additional Directors shall expire, and such additional
Director positions, if they are to be continued, shall be apportioned among the classes of Directors, and nominees therefore shall be submitted
to the shareholders for their vote.

     4.3. POWERS. The business of the corporation shall be managed by the board of directors who shall have and may exercise all the power
of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.

     4.4. VACANCIES. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by
vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a
sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in
office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take
effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding
the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or other action.

     4.5. COMMITTEES. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or
terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more
directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management
of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which
require it and the power and authority to declare dividends, to authorize the issuance of stock, or to adopt a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law of Delaware; excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee
and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or
disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business,
but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided
by these by-laws for the conduct of the business by the board of directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.
     4.6. REGULAR MEETINGS. Regular meetings of the board of directors may be held without call or notice at such place within or without
the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of the stockholders.

     4.7. SPECIAL MEETINGS. Special meetings of the board of directors may be held at any time and at any place within or without the State
of Delaware designated in the notice of the meeting, when called by the chairman of the board, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board or any one of the directors
calling the meeting.

     4.8. NOTICE. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by facsimile or
electronic message at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to
give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any
director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.

4.9. QUORUM. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total
number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

    4.10. ACTION BY VOTE. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws , when a
quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

     4.11. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors or a
committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in
writing, and such writing or writings are filed with the records of the meeting of the board or of such committee. Such consent shall be treated
for all purposes as the act of the board or of such committee, as the case may be.

    4.12. COMPENSATION. In the discretion of the board of directors, each director may be paid such fees for his services as director and be
reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may
determine. Nothing contained in this Section shall be construed to preclude any director from serving the corporation in any other capacity and
receiving reasonable compensation therefor.

    4.13. INTERESTED DIRECTORS AND OFFICERS.

          (a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any
other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes
are counted for such purpose, if:

              (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board
of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

             (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

               (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.

        (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

   4.14. Each member of the Board of Directors shall have obtained a bachelors degree from a college or university that is accredited by a
company or institution recognized by the U.S. Secretary of Education for accrediting activities.
                                                                   SECTION 5

                                                               Officers and Agents

     5.1. ENUMERATION; QUALIFICATION. The officers of the corporation shall be a chairman of the board, a treasurer, a secretary and
such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a
vice-chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of
directors from time to time may in its discretion choose. Any officer may be, but none except the chairman and any vice-chairman of the board
need be, a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of
directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the
board of directors may determine.

    5.2. POWERS. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in
addition to the duties and power herein set forth, such duties and powers as are commonly incident to his office and such additional duties and
powers as the board of directors may from time to time designate.

    5.3. ELECTION. The officers may be elected to the board of directors at their first meeting following the annual meeting of the
stockholders or at any other time. At any time or from time to time the directors may delegate to any officers their power to elect or appoint any
other officer or any agents.

     5.4. TENURE. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the
stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his
election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority
at the pleasure of the directors, or the officer by whom he was appointed or the officer who then holds agent appointive power.

    5.5. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. Except as otherwise voted by the directors, the
chairman of the board shall be the chief executive officer of the corporation, he shall preside at all meetings of the stockholders and directors at
which he is present and shall have such other powers and duties as the board of directors, executive committee or any other duly authorized
committee shall from time to time designate.

     Except as otherwise voted by the directors, the vice-chairman of the board, if any is elected or appointed, shall assume the duties and
powers of the chairman of the board in his absence and shall otherwise have such duties and powers as shall be designated from time to time by
the board of directors.

     5.6. VICE PRESIDENTS. Any vice presidents shall have such duties and powers as shall be designated from time to time by the board of
directors or by the chairman of the board.

     5.7. TREASURER AND ASSISTANT TREASURERS. Except as otherwise voted by the directors, the treasurer shall be the chief
financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may
be designated from time to time by the board of directors or by the chairman of the board. If no controller is elected, the treasurer shall also
have the duties and powers of the controller.

     Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman
of the board or the treasurer.

     5.8. CONTROLLER AND ASSISTANT CONTROLLERS. If a controller is elected, he shall be the chief accounting officer of the
corporation and shall be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other
duties and powers as may be designated from time to time by the board of directors, the chairman of the board or the treasurer.

     Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman
of the board, the treasurer or the controller.

     5.9. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all proceedings of the stockholders, of the board of
directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all writings of, or
related to action by stockholder or director consent. In the absence of the secretary from any meeting, an assistant secretary, or if there be none
or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers
as may from time to time be designated by the board of directors or the chairman of the board.
Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the chairman of
the board or the secretary.
                                                                    SECTION 6

                                                            Resignations and Removals

     6.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board or the secretary or
to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and
without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors
to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the shares issued
and outstanding and entitled to vote in the election of directors. The board of directors may at any time remove any officer either with or
without cause. The board of directors may at any time terminate or modify the authority of any agent. No director or officer resigning and
(except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no
director or officer removed, shall have any right to any compensation as such director or officer for any period following his resignation or
removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless in
the case of a resignation, the directors, or in the case of a removal, the body acting on the removal, shall in their or its discretion provide for
compensation.

                                                                    SECTION 7

                                                                     Vacancies

     7.1. If the office of the chairman of the board or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote
of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint
that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the chairman of the board,
the treasurer and the secretary until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes
disqualified. Any vacancy of a directorship shall be filled as specified in Section 4.4 of these by-laws.

                                                                    SECTION 8

                                                                   Capital Stock

     8.1. STOCK CERTIFICATES. Shares of the corporation’s stock may be certificated or uncertificated, as provided by the General
Corporation Law of the State of Delaware. All certificates of stock of the corporation shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder’s name and the number, class and designation of the series, if any, of the shares
held and shall be signed by the Chairman or a Vice Chairman or the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the time of its issue.

     8.2. LOSS OF CERTIFICATES. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any
claim or account thereof, as the board of directors may prescribe.

                                                                    SECTION 9

                                                            Transfer of Shares of Stock

     9.1. TRANSFER ON BOOKS. Transfers of stock shall be made on the books of the corporation only by the record holder of such stock, or
by an attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, subject to the restrictions, if any, stated or
noted on the stock certificate, upon surrender to the corporation or its transfer agent of the certificate therefore properly endorsed or
accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of
the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be
otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of
stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and
to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the
corporation.
     9.2 RECORD DATE AND CLOSING TRANSFER BOOKS. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distributions or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days (or such longer period as may be required by law) before the date of
such meeting, nor more than sixty days prior to any other action.

    If no record date is fixed:

         (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held.

          (b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no
prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed.

         (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating thereto.

    A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

                                                                   SECTION 10

                                                     Indemnification of Directors and Officers

     10.1. RIGHT TO INDEMNIFICATION. Each director or officer of the corporation who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding” ),
by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent permitted by the laws of Delaware, as the same exist or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than
said law permitted the corporation to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of his or her heirs, executors and administrators: provided however, that except for any proceeding seeking to enforce
or obtain payment under any right to indemnification by the corporation, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by such person only if the corporation has joined in or consented to
the initiation of such proceeding (or part thereof). The corporation may, by action of its Board of Directors, either on a general basis or as
designated by the Board of Directors, provide indemnification to employees and agents of the corporation, and to directors, officers, employees
and agents of the Company’s subsidiaries, with the same scope and effect as the foregoing indemnification of the same scope and effect as the
foregoing indemnification of directors and officers. Notwithstanding anything in this Section 10 to the contrary, no person shall be entitled to
indemnification pursuant to this Section on account of any suit in which judgment is rendered against such person for an accounting of profits
made from the purchase and sale by such person of securities of the corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934.

     10.2. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Section 10 shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Each person who is or becomes a director or officer of the corporation shall be deemed to have served or to have continued to serve
in such capacity in reliance upon the indemnity provided in this Section 10.

     10.3. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent
of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether
or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation
Law of Delaware.
    10.4. EXPENSES AS A WITNESS. To the extent that any director, officer, employee or agent of the corporation is by reason of such
position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be
indemnified against all costs and expenses actually and reasonably incurred by him or her on his or her behalf in connection therewith.
    10.5. INDEMNITY AGREEMENTS. The corporation may enter into indemnity agreements with the persons who are members of its
board of directors from time to time, and with such officers, employees and agents of the corporation and with such officers, directors,
employees and agents of subsidiaries as the board may designate, such indemnity agreements to provide in substance that the corporation will
indemnify such persons as contemplated by this Section 10, and to include any other substantive or procedural provisions regarding
indemnification as are not inconsistent with the General Corporation Law of Delaware. The provisions of such indemnity agreements shall
prevail to the extent that they limit or condition or differ from the provisions of this Section 10.

     10.6. DEFINITION OF CORPORATION. For purposes of this Section 10 reference to “the corporation” includes all constituent
corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director
or officer of such a constituent corporation shall stand in the same position under the provisions of this Section with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

                                                                  SECTION 11

                                                                 Corporate Seal

     11.1. The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word “Delaware”
together with the name of the corporation and the year of its organization, cut or engraved thereon. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                                                  SECTION 12

                                                               Execution of Papers
    12.1. Except as the board of directors may generally or in some particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be
signed by the chairman of the board or by one of the vice presidents or by the treasurer.

                                                                   SECTION 13

                                                                   Fiscal Year

    13.1. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the 31st day
of December of each year.

                                                                  SECTION 14

                                                                  Amendments

     14.1. These by-laws may be made, altered, amended or repealed by vote of a majority of the directors in office or by vote of a majority of
the stock outstanding and entitled to vote. Any by-law, whether made, altered, amended or repealed by the stockholders or directors, may be
altered, amended or reinstated, as the case may be, by either the stockholders or by the directors as hereinbefore provided.
Exhibit 5.1

                                                         Brinen & Associates, LLC
                                                          ATTORNEYS AT LAW

Joshua D. Brinen   *                                       7 Dey Street                                  Member New York & New Jersey Bar
                                                            Suite 1503                                     * Member California & Florida Bar
Milan Saha                                           New York, New York 10007                                        Member New York Bar
Martha Thrush                                              __________                                                     Member Ohio Bar

Stephanie L. Gruenhagen                              Telephone (212) 330-8151                                Admitted United States Tax Court
Daniel S. Makoski                                     Facsimile (212) 227-0201                                            † LL.M in Taxation
Bianca E. Gracanin                                  E-Mail: info@brinenlaw.com
                                                     Web: www.brinenlaw.com                          Electronic Mail: jbrinen@brinenlaw.com
John R. Diekman, Ph.D.
Linda A. Russo                                                                                                         Direct Extension: 1947



Re:       Attorney Consent Letter

Gentlemen:

We have acted as counsel for The Graystone Company, Inc., a Delaware corporation, (the “Company”) in connection with its filing of a
Registration Statement on Form S-1, (the “Registration Statement”) covering an aggregate amount of Sixty-Five Million (65,000,000) shares of
the Class A Company’s common stock $0.0001 par value (the “Shares”), to be sold to selling shareholder.

In connection with this matter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following:
(1) Certificate of Incorporation of the Company; (2) By-Laws of the Company; (3) the Registration Statement and all exhibits thereto; and (4)
Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.

In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives. In
addition, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as certified or photostatic copies.
Brinen & Associates, LLC

Page 2

This opinion is limited to the laws of the State of Delaware and federal law as in effect on the date of the effectiveness of the registration
statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.

Based upon and in reliance upon the foregoing, and after examination of such corporate and other records, certificates and other documents and
such matters of law as we have deemed applicable or relevant to this opinion, it is our opinion that the Company has been duly incorporated
under the laws of the state of Delaware, the jurisdiction of its incorporation and has full corporate power and authority to own its properties and
conduct its business as described in the Registration Statement. The Shares, when sold, will be legally issued, fully paid and non-assessable
Shares of the Company.

We hereby consent to the use of this firm’s name, Brinen & Associates, LLC, and of the reference to this opinion and of the use of this opinion
as an exhibit to the Registration Statement and as contained in the Registration Statement itself, specifically in the section caption “Legal
Representation.”

In giving this consent, we do not hereby admit that we come within the category of a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules and regulations thereunder. Nor do we admit that we are experts with respect to any
part of the Registration Statement or the prospectus within the meaning of the term “expert” as defined in Section 11 of the Securities Act of
1933, as amended, or the rules and regulations thereunder.



Yours truly,
Brinen & Associates, LLC

/s/ Joshua D. Brinen
Joshua D. Brinen
Exhibit 10.1




                                                       INVESTMENT AGREEMENT

        This INVESTMENT AGREEMENT (the “ Agreement ”), dated as of January 10, 2013 (the “ Execution Date ”), is entered into by
and between The Graystone Company, Inc., a Delaware corporation (the “ Company ”), and SC Capital, a California Corporation (the “
Investor ”).

                                                                  RECITALS:

        WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to One
Million Five Hundred Thousand Dollars ($1,500,000) to purchase the Company’s Class A Common Stock with $0.0001 par value (the “
Common Stock ”);

         WHEREAS, such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “ 1933 Act ”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon
such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in
Common Stock to be made hereunder; and

         WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a
Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “ Registration Rights Agreement ”) pursuant to
which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder,
and applicable state securities laws.

        NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the
covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Investor hereby agree as follows:

                                                                 SECTION I.
                                                                DEFINITIONS

         For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall
be equally applicable to the singular and plural forms of such defined terms.

        “ 1933 Act ” shall have the meaning set forth in the recitals.

        “ 1934 Act ” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
        of the SEC thereunder, all as the same will then be in effect.

        “ Affiliate ” shall have the meaning set forth in Section 5.7 .

        “ Agreement ” shall have the meaning set forth in the preamble.

        “ By-laws ” shall have the meaning set forth in Section 4.3 .

        “ Certificate of Incorporation ” shall have the meaning set forth in Section 4.3 .

        “ Closing ” shall have the meaning set forth in Section 2.4 .

        “ Closing Date ” shall have the meaning set forth in Section 2.4 .

        “ Common Stock ” shall have the meaning set forth in the recitals.

        “ Control ” or “ Controls ” shall have the meaning set forth in Section 5.7 .

        “ Effective Date ” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the
        Securities.

        “ Environmental Laws ” shall have the meaning set forth in Section 4.13 .
“ At-the-Market Financing Transaction Documents ” shall mean this Agreement and the Registration Rights Agreement between
the Company and the Investor of even date herewith.
“ Execution Date ” shall have the meaning set forth in the preamble.

“ Indemnified Liabilities ” shall have the meaning set forth in Section 10 .

“ Indemnitees ” shall have the meaning set forth in Section 10 .

“ Indemnitor ” shall have the meaning set forth in Section 10 .

“ Ineffective Period ” shall mean any period of time that the Registration Statement or any Supplemental Registration Statement (as
defined in the Registration Rights Agreement between the parties) becomes ineffective or unavailable for use for the sale or resale, as
applicable, of any or all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event
the prospectus under either of the above is not current and deliverable) during any time period required under the Registration Rights
Agreement.

“ Investor ” shall have the meaning set forth in the preamble.

“ Material Adverse Effect ” shall have the meaning set forth in Section 4.1 .

“ Maximum Common Stock Issuance ” shall have the meaning set forth in Section 2.5 .

“ Open Market Adjustment Amount ” shall have the meaning set forth in Section 2.4 .

“ Open Market Share Purchase ” shall have the meaning set forth in Section 2.4 .

“ Open Period ” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and
ending on the earlier to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the
Agreement in accordance with Section 8 .

“ Pricing Period ” shall mean the ten (10) consecutive Trading Days prior to receipt of the Put Notice by the Investor.

“ Principal Market ” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market, or the OTC Bulletin Board, whichever is the principal market on which the Common Stock
is listed.

“ Prospectus ” shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the
Registration Statement.

“ Purchase Amount ” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

“ Purchase Price ” shall mean Ten (10.0%) percent discount to the lowest closing price of the common stock reported by Bloomberg
during the ten (10) consecutive trading days immediately prior to receipt by the Investor of the Put Notice.

“ Put ” shall have the meaning set forth in Section 2.2 .

“ Put Amount ” shall have the meaning set forth in Section 2.2 .

“ Put Notice ” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars the Company
intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.

“ Put Notice Date ” shall mean the Trading Day, as set forth below, on which the Investor receives a Put Notice, however a Put
Notice shall be deemed delivered on (a) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is
received prior to 9:30 am Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile or otherwise after
9:30 am Eastern Time on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

“ Put Restriction ” shall mean the days between the beginning of the Pricing Period and Closing Date. During this time, the Company
shall not be entitled to deliver another Put Notice.

“ Put Shares Due ” shall have the meaning set forth in Section 2.4 .

“ Registration Rights Agreement ” shall have the meaning set forth in the recitals.
        “ Registration Statement ” means the registration statement of the Company filed under the 1933 Act covering the Common Stock
        issuable hereunder.

        “ Related Party ” shall have the meaning set forth in Section 5.7 .

        “ Resolution ” shall have the meaning set forth in Section 7.5 .

        “ SEC ” shall mean the U.S. Securities and Exchange Commission.

        “ SEC Documents ” shall have the meaning set forth in Section 4.6 .

        “ Securities ” shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

        “ Shares ” shall mean the shares of the Company’s Common Stock.

        “ Subsidiaries ” shall have the meaning set forth in Section 4.1 .

        “ Trading Day ” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30
        am until 4:00 pm.

        “ Waiting Period ” shall have the meaning set forth in Section 2.2 .

                                                          SECTION II
                                              PURCHASE AND SALE OF COMMON STOCK

         2.1        PURCHASE AND SALE OF COMMON STOCK . Subject to the terms and conditions set forth herein, the Company shall
issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase
Price of One Million Five Hundred Thousand dollars ($1,500,000).

          2.2        DELIVERY OF PUT NOTICES . Subject to the terms and conditions of the At-the-Market Financing Transaction
Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which
states the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the “ Put ”). The
Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The amount that the Company shall be
entitled to Put to the Investor (the “ Put Amount ”) shall be equal to Two Hundred percent (200%) of the average daily volume (U.S. market
only) of the Common Stock for the Ten consecutive (10) Trading Days immediately prior to the applicable Put Notice Date. During the Open
Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Notwithstanding the
foregoing, the Company may not deliver a Put Notice on or earlier of the fourteenth (14th) day immediately following the preceding Put Notice
Date (the “ Waiting Period ”) unless a written waiver to deliver Put Notice during the Waiting Period is obtained by the Company from the
Investor in advance.

         2.3       CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES . Notwithstanding anything to the contrary in
this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a
Closing unless each of the following conditions are satisfied:

              i.     a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the
                     Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the
                     subject Put Notice;

              ii.    at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing
                     Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading
                     thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been
                     notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;

              iii.    the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the
                      Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to
                      delivery of the Investor’s Put Notice Date;

              iv.    no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not
                     been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and

              v.     the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.
                  If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no
obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

          2.4       MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in
Sections 2.5, 7 and 8 of this Agreement, the closing of the purchase by the Investor of Shares (a “ Closing ”) shall occur on the date which is no
later than seven (7) Trading Days following the applicable Put Notice Date (each a “ Closing Date ”). Upon each such Closing Date, the
Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date
and registered in the name of the Investor (the “ Certificate ”). Within one Business Day after receipt of the Certificate, the Investor shall
deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2.2 . In lieu of delivering physical
certificates representing the Securities and provided that the Company’s transfer agent then is participating in The Depository Trust Company
(“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, upon request of the Investor, the Company shall use all commercially
reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor’s prime broker (as
specified by the Investor within a reasonably in advance of the Investor’s notice) with DTC through its Deposit Withdrawal Agent Commission
(“ DWAC ”) system.

          2.5      OVERALL LIMIT ON COMMON STOCK ISSUABLE . Notwithstanding anything contained herein to the contrary, if
during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued
without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that
number of the shares of Common Stock that may be issuable without shareholder approval (the “ Maximum Common Stock Issuance ”). If
such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall
first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the Certificate of Incorporation of the
Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that
the Company’s failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the
issuance and sale of Securities or the Investor’s obligation in accordance with the terms and conditions hereof to purchase a number of Shares
in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the
Maximum Common Stock Issuance limitation provided in this Section 2.5 .

         2.6        LIMITATION ON AMOUNT OF OWNERSHIP . Notwithstanding anything to the contrary in this Agreement, in no event
shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock
beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the
number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

                                                     SECTION III
                                INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS

         The Investor represents and warrants to the Company, and covenants, that:

          3.1       SOPHISTICATED INVESTOR . The Investor has, by reason of its business and financial experience, such knowledge,
sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (I)
evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest;
and (III) bearing the economic risk of such investment for an indefinite period of time.

          3.2       AUTHORIZATION; ENFORCEMENT . This Agreement has been duly and validly authorized, executed and delivered on
behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject
as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

         3.3        SECTION 9 OF THE 1934 ACT . During the term of this Agreement, the Investor will comply with the provisions of
Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees
not to sell the Company’s stock short, either directly or indirectly through its affiliates, principals or advisors, the Company’s common stock
during the term of this Agreement.

         3.4       ACCREDITED INVESTOR . Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of
the 1933 Act.

         3.5       NO CONFLICTS . The execution, delivery and performance of the Transaction Documents by the Investor and the
consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or
other organizational documents of the Investor.
         3.6      OPPORTUNITY TO DISCUSS . The Investor has received all materials relating to the Company’s business, finance and
operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the
Company with the Company’s management.

         3.7       INVESTMENT PURPOSES . The Investor is purchasing the Securities for its own account for investment purposes and not
with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions
of the 1933 Act (or pursuant to an exemption from such registration provisions).

        3.8         NO REGISTRATION AS A DEALER . The Investor is not and will not be required to be registered as a “dealer” under the
1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

         3.9       GOOD STANDING . The Investor is a Corporation, duly organized, validly existing and in good standing in the State of
California.

         3.10      TAX LIABILITIES . The Investor understands that it is liable for its own tax liabilities.

         3.11      REGULATION M . The Investor will comply with Regulation M under the 1934 Act, if applicable.

                                                      SECTION IV
                                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:

         4.1        ORGANIZATION AND QUALIFICATION . The Company is a corporation duly organized and validly existing in good
standing under the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry on
its business as now being conducted. Both the Company and the companies it owns or controls (“ Subsidiaries ”) are duly qualified to do
business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse
Effect. As used in this Agreement, “ Material Adverse Effect ” means any material adverse effect on the business, properties, assets,
operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the
transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability
of the Company to perform its obligations under the At-the-Market Financing Transaction Documents.

         4.2       AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS .

                                      i.            The Company has the requisite corporate power and authority to enter into and perform this
Investment Agreement and the Registration Rights Agreement collectively, the “ At-the-Market Financing Transaction Documents ”), and
to issue the Securities in accordance with the terms hereof and thereof.

                                     ii.           The execution and delivery of the At-the-Market Financing Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for
issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of
Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders.

                                     iii.          The At-the-Market Financing Transaction Documents have been duly and validly executed
and delivered by the Company.

                                     iv.           The At-the-Market Financing Transaction Documents constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies.

          4.3       CAPITALIZATION . As of the date hereof, the authorized capital stock of the Company consists of, 5,000,000,000 shares
         of Common Stock with $0.0001 par value, of which as of the date hereof, 355,777,234 shares are issued and outstanding, all of such
         outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.
                     Except as disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:

               i.      no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or
                       encumbrances suffered or permitted by the Company;

               ii.     there are no outstanding debt securities (other than the Asher notes as previous disclosed);

              iii.      there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of
                        any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or
                        any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
                        Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries
                        or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
                        securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries;

               iv.     there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the
                       sale of any of their securities under the 1933 Act (except the Registration Rights Agreement);

               v.      there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar
                       provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its
                       Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;

               vi.     there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of
                       the Securities as described in this Agreement;

              vii.      the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or
                        agreement; and

              viii.      there is no dispute as to the classification of any shares of the Company’s capital stock.

               The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the
Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof (the “ Certificate of Incorporation ”), and the
Company’s By-laws, as in effect on the date hereof (the “ By-laws ”), and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto.

         4.4        ISSUANCE OF SHARES . The Company has reserved 555,555,555 Shares for issuance pursuant to this Agreement, which
have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant
to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable
and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of
Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of
Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.
          4.5        NO CONFLICTS . The execution, delivery and performance of the At-the-Market Financing Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the
Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the
Company or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would
become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the
Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on
which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in violation of any term of, or in default
under, the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of
the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for
possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the
aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not
be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or
self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a
Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of
any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any
filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement between the Parties) with,
any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or
perform any of its obligations under, or contemplated by, the At-the-Market Financing Transaction Documents in accordance with the terms
hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not,
and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates
and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.

         4.6         SEC DOCUMENTS; FINANCIAL STATEMENTS . As of the date hereof, the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”). The Company has delivered to the Investor or its
representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their respective filing
dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“
PCAOB ”) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No
other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including,
without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state
any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.
Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any
material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to
the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be
publicly disclosed by the Company prior to such Closing Date.

         4.7         ABSENCE OF CERTAIN CHANGES . Except as otherwise set forth in the SEC Documents, the Company does not intend
to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to
take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to
believe that its creditors intend to initiate involuntary bankruptcy proceedings.
          4.8        ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS . Except as set forth in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or
affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

         4.9       ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES . The Company acknowledges and
agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the At-the-Market Financing Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the
At-the-Market Financing Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s
purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s
decision to enter into the At-the-Market Financing Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives.

         4.10       NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES . Except as set forth in the
SEC Documents, as of the date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge
is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations
or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed
with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

         4.11       EMPLOYEE RELATIONS . Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to
the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a
party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No
executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s employ
or otherwise terminate such officer’s employment with the Company.

          4.12       INTELLECTUAL PROPERTY RIGHTS . The Company and its Subsidiaries own or possess adequate rights or licenses to
use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.
Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property
rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or
terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any
infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or
identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding
being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade
secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of
the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties.

         4.13       ENVIRONMENTAL LAWS . The Company and its Subsidiaries (i) are, to the knowledge of the management and directors
of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“
Environmental Laws ”); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance, to the
knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in
each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.

         4.14       TITLE . The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is
material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the
Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.
         4.15       INSURANCE . Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance
coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.

         4.16      REGULATORY PERMITS . The Company and its Subsidiaries have in full force and effect all certificates, approvals,
authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory
agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the
Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or
modifications which, would not have a Material Adverse Effect.

         4.17        INTERNAL ACCOUNTING CONTROLS . The Company and each of its Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          4.18      NO MATERIALLY ADVERSE CONTRACTS, ETC . Neither the Company nor any of its Subsidiaries is subject to any
charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or
agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

          4.19        TAX STATUS . The Company and each of its Subsidiaries has made or filed all United States federal and state income and
all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such
claim.

          4.20        CERTAIN TRANSACTIONS . Except as set forth in the SEC Documents filed at least ten (10) days prior to the date
hereof and except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms
no less favorable than the Company could obtain from disinterested third parties and other than the grant of stock options disclosed in the SEC
Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

         4.21       DILUTIVE EFFECT . The Company understands and acknowledges that the number of shares of Common Stock issuable
upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance
wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The
Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement
and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has
concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the
Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the At-the-Market Financing
Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and
unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

       4.22        LOCK-UP . The Company shall cause its officers, insiders, directors, and affiliates or other related parties under control of
the Company, to refrain from selling Common Stock during each Pricing Period.
        4.23       NO GENERAL SOLICITATION . Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has
engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of
the Common Stock to be offered as set forth in this Agreement.

         4.24      NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS . No brokers, finders or financial
advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this
Agreement, except as otherwise disclosed in this Agreement.

                                                             SECTION V
                                                      COVENANTS OF THE COMPANY

         5.1       BEST EFFORTS . The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set
forth in Section 7 of this Agreement.

          5.2          REPORTING STATUS . Until one of the following occurs, the Company shall file all reports required to be filed with the
SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would
terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor has the
right to sell all of the Securities without restrictions pursuant to Rule 144(k) promulgated under the 1933 Act, or such other exemption (ii) the
date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant to Section 8 .

         5.3         USE OF PROCEEDS . The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the
Company for fees as set forth in the At-the-Market Financing Transaction Documents) for general corporate and working capital purposes and
acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest
of the Company.

          5.4        FINANCIAL INFORMATION . During the Open Period, the Company agrees to make available to the Investor via
EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form
8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made
available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the
shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent
to, the Principal Market, any securities exchange or market, or the National Association of Securities Dealers, Inc., unless such information is
material nonpublic information.

         5.5        RESERVATION OF SHARES . The Company shall take all action necessary to at all times have authorized, and reserved
for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the issuance of the Securities to the Investor as
required hereunder. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock
to reserve and keep available for issuance as described in this Section 5.5 , the Company shall use all commercially reasonable efforts to
increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.

          5.6       LISTING . The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in
the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if
any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all
Registrable Securities from time to time issuable under the terms of the At-the-Market Financing Transaction Documents. Neither the
Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the
Common Stock on the Principal Market (excluding suspensions of not more than one (1) trading day resulting from business anno uncements
by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding
the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay
all fees and expenses in connection with satisfying its obligations under this Section 5.6 .

          5.7       TRANSACTIONS WITH AFFILIATES . The Company shall not, and shall cause each of its Subsidiaries not to, enter
into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction,
commitment or arrangement with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the
previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by
blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial
interest (each a “ Related Party ”), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii) any
agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been
obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement which
is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the
Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment
or arrangement. “ Affiliate ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or
indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii)
controls that person or entity, or (iv) is under common control with that person or entity. “ Control ” or “ Controls ” for purposes hereof means
that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
         5.8      FILING OF FORM 8-K . On or before the date which is four (4) Trading Days after the Execution Date, the Company shall
file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the At-the-Market Financing
Transaction Documents in the form required by the 1934 Act, if such filing is required.

         5.9        CORPORATE EXISTENCE . The Company shall use all commercially reasonable efforts to preserve and continue the
corporate existence of the Company.

          5.10       NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT . The
Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related
prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or
state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the
Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the
initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration
Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment
to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or
amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing
events in this Section 5.10 .

         5.11      TRANSFER AGENT . Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is
effective, the Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are covered for resale by the
Registration Statement free of restrictive legends.

         5.12        ACKNOWLEDGEMENT OF TERMS . The Company hereby represents and warrants to the Investor that: (i) it is
voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this
Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this
Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

                                                        SECTION VI
                                     CONDITIONS OF THE COMPANY’S OBLIGATION TO SELL

         The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or
before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and may be
waived by the Company at any time in its sole discretion.

      6.1          The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the
Company.

          6.2      The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor
between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D ). After receipt of
confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire
instructions provided by the Company will disburse the funds constituting the Purchase Amount. The Investor shall have no obligation to
disburse the Purchase Amount until the Company delivers the Shares pursuant to a Put Notice.

        6.3       No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.
                                                     SECTION VII
                             FURTHER CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE

         The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of
the following conditions set forth below.

            7.1      The Company shall have executed the At-the-Market Financing Transaction Documents and delivered the same to the
Investor.

         7.2       The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not
have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective
Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company, provided
that such suspensions occur prior to the Company’s delivery of the Put Notice related to such Closing).

         7.3      The representations and warranties of the Company shall be true and correct as of the date when made and as of the
applicable Closing Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the At-the-Market Financing Transaction Documents to be performed, satisfied or complied with by the
Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained
in Section 4.3 .

        7.4        The Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic
book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.

         7.5      The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “ Resolutions
”) and such Resolutions shall not have been amended or rescinded prior to such Closing Date.

        7.6       No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

          7.7       The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the
Registration statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore, on each Closing Date (I)
neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such
Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either
temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed and Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action), and (II) no other suspension of the use or withdrawal of the
effectiveness of such Registration Statement or related prospectus shall exist.

         7.8        At the time of each Closing, the Registration Statement (including information or documents incorporated by reference
therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update
supplement to the prospectus.

        7.9       If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum
Common Stock Issuance in accordance with Section 2.5 or the Company shall have obtained appropriate approval pursuant to the
requirements of Delaware law and the Company’s amended and restated Articles of Incorporation and By-laws.

            7.10     The conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing Date.

         7.11      The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is
given to the Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the
necessary number of shares of Common Stock reserved for issuance.

                                                                 SECTION VIII
                                                                TERMINATION

            This Agreement shall terminate upon any of the following events:

         8.1     when the Investor has purchased an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) in the Common
Stock of the Company pursuant to this Agreement; or
8.2   on the date which is thirty-six (36) months after the Effective Date; or,
         8.3         at such time that the Registration Statement is no longer in effect.

         Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of the Line.
                                                                   SECTION IX
                                                                  SUSPENSION

         This Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:

               i.     The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2)
                      consecutive Trading Days during the Open Period; or,

               ii.    The Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal Market. Immediately
                      upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the
                      Investor.

                                                                  SECTION X
                                                               INDEMNIFICATION

         In consideration of the parties mutual obligations set forth in the Transaction Documents, each of the parties (in such capacity, an “
Indemnitor ”) shall defend, protect, indemnify and hold harmless the other and all of the other party’s shareholders, officers, directors,
employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and
against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate,
instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained
in the At-the-Market Financing Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or
(III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the
execution, delivery, performance or enforcement of the At-the-Market Financing Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue
statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is
specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the
prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the
maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The
indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the
Indemnitor or the Indemnitees may be subject to.

                                                        SECTION XI
                                     GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION.

          11.1        LAW GOVERNING THIS AGREEMENT . This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of Delaware or in the federal courts located in the
state and county of Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the
Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in
any suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law.
         11.2        LEGAL FEES; AND MISCELLANEOUS FEES . Except as otherwise set forth in the At-the-Market Financing
Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any
attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and
delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of
the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be
paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other
taxes and duties levied in connection with the issuance of any Securities.

         11.3       COUNTERPARTS . This Agreement may be executed in any number of counterparts and by the different signatories
hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic
means with the same force and effect as if such signature page were an original thereof.

          11.4        HEADINGS; SINGULAR/PLURAL . The headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural
and masculine shall include the feminine.

        11.5        SEVERABILITY . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

         11.6       ENTIRE AGREEMENT; AMENDMENTS . This Agreement is the FINAL AGREEMENT between the Company and the
Investor with respect to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the Parties. No provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. The execution and delivery of the At-the-Market Financing Transaction
Documents shall not alter the force and effect of any other agreements between the Parties, and the obligations under those agreements.

         11.7       NOTICES . Any notices or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (III) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications shall be:

                  Each party shall provide five (5) days prior written notice to the other party of any change in address or facsimile number.

         11.8       NO ASSIGNMENT . This Agreement may not be assigned.

         11.9      NO THIRD PARTY BENEFICIARIES . This Agreement is intended for the benefit of the parties hereto and is not for the
benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the
Investor may be enforced by its general partner.

        11.10       SURVIVAL . The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the
agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10 , shall survive each of the
Closings and the termination of this Agreement.

         11.11       PUBLICITY . The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise
make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the
other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the
Investor without the prior consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all
or part of the At-the-Market Financing Transaction Documents may be deemed to be “material contracts” as that term is defined by Item
601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration
statements filed under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material
contracts shall be determined solely by the Company, in consultation with its counsel.
         11.12       FURTHER ASSURANCES . Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.

         11.13       PLACEMENT AGENT . If so required, the Company agrees to pay a registered broker dealer, to act as placement agent, a
percentage of the Put Amount on each Put toward the fee as outlined in that certain placement agent agreement entered into between the
Company and the placement agent. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on
behalf of other persons or entities for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the At-the-Market Financing Transaction Documents. The Company shall indemnify and hold harmless the Investor, their
employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including
the costs of preparation and attorney’s fees) and expenses incurred in respect of any such claimed or existing fees, as such fees and expenses
are incurred.

          11.14       NO STRICT CONSTRUCTION . The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each
has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.

         11.15        REMEDIES . The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights
Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the
rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such
rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this
Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.

         11.16         PAYMENT SET ASIDE . To the extent that the Company makes a payment or payments to the Investor hereunder or
under the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

         11.17     PRICING OF COMMON STOCK . For purposes of this Agreement, the bid price of the Common Stock shall be as
reported on Bloomberg.

                                                         SECTION XII
                                          NON-DISCLOSURE OF NON-PUBLIC INFORMATION

         The Company shall not disclose non-public information to the Investor, its advisors, or its representatives.

          Nothing herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the
Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public
offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company
will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the
existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons
or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material
misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in
which they were made, not misleading. Nothing contained in this Section 12 shall be construed to mean that such persons or entities other
than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in
the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration
Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary
to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
                                                       SECTION XIII
                                              ACKNOWLEDGEMENTS OF THE PARTIES

         Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the
Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will
not short the Company’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. EST on the trading day
following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the
other At-the-Market Financing Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the
Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and
(iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii)
above if the Investor effects any transactions in the securities of the Company.

                                                                 SECTION IX

        Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following that
Asher Enterprises has a first right of refusal and this agreement is subject to their first right of refusal.

                                                           [Signature page follows]
       Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment
Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment
Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its
terms.

SC Capital

By: /s/ Valerie Baugher
Name: Valerie Baugher
Title: President

The Graystone Company, Inc.

By: /s. Joseph Mezey
Name: Joseph Mezey
Title: Chief Financial Officer



                                         [SIGNATURE PAGE OF INVESTMENT AGREEMENT]
Exhibit 23.1

We consent to the inclusion in this Annual Report (Form 10-K) of The Graystone Company, Inc. of our report dated April 12, 2012, with
respect to its balance sheet as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended to be included in this Annual Report.


/s/ Sam Kan & Company
Firm’s Manual Signature

Alameda, CA
City, State

January 10, 2013
Date

								
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