Rizome 2022 Annual Report Signed

Bamboo Ecologic Corporation
ANNUAL REPORT
5206 Paylor Ln
Sarasota, FL 34240
www.rizomebamboo.com
This Annual Report is dated April 28, 2023.

BUSINESS
Bamboo Ecologic Corp. (d/b/a RIZOME) is the manufacturer of Rizome bamboo lumber and building
material products. Rizome plants timber grade bamboo as large scale reforestation programs
providing reliable supplies of bamboo fiber and nature based carbon removals. The company’s
current focus areas include the Philippines where it is developing one of largest nature based carbon
emission reduction programs with indigenous communities as a catalyst for an inclusive lumber and
building materials value chain. Rizome is also developing bamboo in partnership with farmers in
southern Florida to provide a regenerative agricultural crop to restore economic viability on diseased
citrus lands. The bamboo developed in Florida will provide a robust supply of timber grade fiber to
make bamboo lumber and building materials competitively available in the USA.
We manufacture and sell bamboo construction materials from our manufacturing center in the
Philippines that also serves as an innovation hub for architects, engineers and designers to work with
structural bamboo as an alternative to steel and concrete. The inherent strength of bamboo and its
ability to be milled into dimensional building materials is allowing professionals to design next
generation buildings that help meet net-zero ambitions. Based on the initial success in the Philippines
the company expects to open additional manufacturing centers in proximity to other bamboo raw
material supplies and will service local markets from these new manufacturing centers.
Rizome has a subsidiary in the Philippines incorporated as Bamboo Ecologic Export Philippines, Inc.
(Rizome Philippines). Rizome wholly owns this subsidiary. Rizome has provided startup funding to
Rizome Philippines through long term loans which will be repaid to Rizome.
Rizome Philippines formally opened the manufacturing center in November of 2022. Rizome is now
manufacturing structural and architectural building materials from this manufacturing center and
expects revenue from product sales to begin at a material level in 2023.
Rizome has common owners and executives with Bamboo Living, Inc., a Hawaii Corporation based in
Pahoa, Hawaii, which manufactures bamboo buildings through a subsidiary in Vietnam known as
Bamboo Hardwoods Vietnam (BHVN). Rizome sells bamboo construction materials at market rates to
BHVN. Rizome has an exclusive license to a subset of Bamboo Living's intellectual property related to
dimensional bamboo building products through a royalty agreement.
Previous Offerings
We have made the following issuances of securities within the last three years:
Name: Common Stock

Type of security sold: Equity
Final amount sold: $37,158.60
Number of Securities Sold: 3,715,860
Use of proceeds: operating expenses (exercise of warrants)
Date: December 31, 2020
Offering exemption relied upon: Rule 701
Name: Common Stock

Use of proceeds: These shares were issued for services.
Date: January 18, 2021
Type of security sold: Convertible Note

Final amount sold: $1,068,299.00
Use of proceeds: $393,292.51 was allocated to commissioning a factory for our subsidiary,
BEEP. The remaining funds were allocated for planting; patent consultants; operations, finance
and carbon consultants; CPAs, attorneys, and insurance; Reg CF marketing; and operational
expenses for the company.
Date: October 22, 2021
Offering exemption relied upon: Regulation CF
Name: Common Stock

Use of proceeds: operating expenses (exercise of warrants)
Date: December 31, 2022
Name: Common Stock

Final amount sold: $750,000
Use of proceeds: support Philippine operations
Date: August 18, 2022
Offering exemption relied upon: Offshore Offering
Name: Common Stock

Final amount sold: $1,004,601.06
Use of proceeds: The funds were allocated for purchasing and installing production equipment,
hiring consultants to help optimize production efficiencies, R&D, Reg CF marketing; and
operational expenses for the company.
Date: October 12, 2022
Offering exemption relied upon: Regulation CF
Name: Common Stock

Final amount sold: $100,000
Use of proceeds: support Philippine operations
Date: November 2, 2022
Offering exemption relied upon: Securities Act Section 4(a)(2) "No public offering" exemption
REGULATORY INFORMATION
The company has not previously failed to comply with the requirements of Regulation
Crowdfunding;
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Operating Results - 2022 Compared to 2021

Circumstances which led to the performance of financial statements:
Year ended December 31, 2022 compared to year ended December 31, 2021
Revenue
Revenue for fiscal year 2022 was $95,502, compared to fiscal year 2021 revenue of $0. In late
2022 Rizome formally opened its manufacturing center in Cagayan de Oro City, Philippines and
began to establish its own direct manufacturing capabilities in the Philippines . T h e c o m p a n y
h a d originally expected to ship products in Q2 2022, but due to pandemic related delays the full
production facility was opened in November 2023.
Cost of Sales
Cost of sales in 2022 was $91,102, a decrease of approximately $89,668, from costs of
$180,770 in fiscal year 2021. Cost of Sales in 2022 consisted of materials, labor, and overhead
allocated to the 2022 sales. In the first part of 2022, the Company's employees and consultants
continued installing and testing the equipment, harvesting bamboo, and transporting it to the
manufacturing facility and manufacturing test boards. These expenses contributed to the COGS
for 2022.
Gross Margins
2022 gross profit was $4,406 compared to $(180,770) in 2021. 2022 gross profit was slightly
positive due to the increased expenses relating to commissioning the factory, harvesting
bamboo and manufacturing test and production boards.
Expenses
The Company's expenses consist of, among other things, marketing and sales expenses, fees
for professional services, research and development expenses, including the planting of bamboo
for our carbon program and raw material supply, and salaries. Total operating expenses in 2022
were $1,607,280 compared to $2,063,854 in 2021. The majority of the change can be attributed to
$244,000 of reduced consulting & legal expenses, $107,000 of reduced product development
costs, and $45,000 of reduced travel expenses.
Historical results and cash flows:
Historical results and cash flows are not representative of what investors should expect in the
future. Rizome has now prepared the business for starting commercially scaled production of
bamboo building materials and bamboo carbon credits.
In 2022, the company accomplished impo rtan t m ilestone s in its bu sine ss p lan as it
b ring s h ig h qu ality bamboo mate ria ls t o ma rket:
- Entered into a long term bamboo supply agreement with an Community Based Agriculture
Cooperative in close proximity to Rizome's manufacturing center. This community offers tens of
thousands of acres of mature, timber grade bamboo which will supply Rizome Philippines with
adequate bamboo raw materials to scale the business.
- Continued its engagement with Indigenous Communities to plant millions of new bamboo plants
for reforestation and bamboo raw materials supplies for future growth
- Expanded its team of skilled and semi-skilled employees to prepare for the launch of
manufacturing operations
- Sold its first engineered bamboo building materials made at its new manufacturing center in the
Philippines. This milestone sets the stage for revenue acceleration in 2023.
- Received recognition as a top 60-climate solution for the planet by the Elon Musk Foundation’s
carbon capture program with XPrize. Out of over 1,100 solutions evaluated, Rizome’s nature-
based carbon removal program was selected as a top contender for the XPrize.
Liquidity and Capital Resources
At December 31, 2022, the Company had cash of $260,242. [The Company intends to raise
additional funds through an equity financing.]
Debt
Creditor: L. D.
Amount Owed: $70,000.00
Interest Rate: 12.0%
Maturity Date: February 01, 2022
Creditor: M.M.
Maturity Date: May 12, 2023
Creditor: P.B.
Maturity Date: June 14, 2023
Creditor: S&N
Creditor: G.P. LTD
Maturity Date: December 31, 2022
This is a convertible loan; the loan is convertible at the next round of financing, if Lender and
Borrower agree, or else will be paid back once cumulative equity raises of at least
US$1,500,000 have been completed or by the Maturity Date whichever is the earlier.
Creditor: I.O'N.
Maturity Date: July 26, 2023
Creditor: P.M.
Creditor: M & LE.

Creditor: J. S.
Maturity Date: August 04, 2023
Creditor: P.M.
Creditor: D.E.
Creditor: J.S.
Creditor: P.E.
Creditor: R.L.
Maturity Date: September 21, 2023
This is a convertible loan; the loan is convertible at the next round of equity financing at a 12%
discount of the share price, if Lender and Borrower agree, or else will be paid back once
cumulative equity raises of at least US$5,000,000 have been completed or by the Maturity Date
whichever is the earlier.
Creditor: D.H.
cumulative equity raises of at least $5,000,000 have been completed or by the Maturity Date
Creditor: L.D.
Maturity Date: October 08, 2022
Creditor: P.B.
Maturity Date: January 05, 2024
Creditor: WeFunder
Amount Owed: $1,068,299.00
Interest Rate: 5.0%
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares
of its equity securities ("Equity Securities") to investors (the "Investors") while this Note remains
outstanding in an equity financing with total proceeds to the Company of not less than $1000000
(excluding the conversion of the Notes or other convertible securities issued for capital raising
purposes (e.g., Simple Agreements for Future Equity)) (a "Qualified Financing"), then the
outstanding principal amount of this Note and any unpaid accrued interest shall automatically
convert in whole without any further action by the Holder into Equity Securities sold in the
Qualified Financing at a conversion price equal to the lesser of (i) the price paid per share for
Equity Securities by the Investors in the Qualified Financing multiplied by 0.88, and (ii) the
quotient resulting from dividing $27000000 by the number of outstanding shares of common
stock of the Company immediately prior to the Qualified Financing (assuming conversion of all
securities convertible into common stock and exercise of all outstanding options and warrants,
but excluding the shares of equity securities of the Company issuable upon the conversion of
the Notes or other convertible securities issued for capital raising purposes (e.g., Simple
Agreements for Future Equity)). The issuance of Equity Securities pursuant to the conversion of
this Note shall be upon and subject to the same terms and conditions applicable to Equity
Securities sold in the Qualified Financing. Notwithstanding this paragraph, if the conversion price
of the Notes as determined pursuant to this paragraph (the "Conversion Price") is less than the
price per share at which Equity Securities are issued in the Qualified Financing, the Company
may, solely at its option, elect to convert this Note into shares of a newly created series of
preferred stock having the identical rights, privileges, preferences and restrictions as Equity
Securities issued in the Qualified Financing, and otherwise on the same terms and conditions,
other than with respect to (if applicable): (i) the per share liquidation preference and the
conversion price for purposes of price-based anti-dilution protection, which will equal the
Conversion Price; and (ii) the per share dividend, which will be the same percentage of the
Conversion Price as applied to determine the per share dividends of the Investors in the
Qualified Financing relative to the purchase price paid by the Investors.
Creditor: D.W.
Creditor: M.W.
Creditor: D.W.
Creditor: M.W.
Creditor: B.B.
Creditor: W.K.
Creditor: D.H.
Creditor: W.K.
Maturity Date: April 27, 2025
Creditor: R.B.
Creditor: B.B.
Creditor: E.M.
Creditor: H.S.
Creditor: K.S.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Our directors and executive officers as of the date hereof, are as follows:
Name: Frederick J. Murrell
Frederick J. Murrell's current primary role is with Carbon Resources of Florida, Inc.. Frederick J.
Murrell currently services 25 hours per week in their role with the Issuer.
Positions and offices currently held with the issuer:
Position: Chairman of the Board, Co-Founder, and Chief Legal Officer
Dates of Service: January 09, 2013 - Present
Responsibilities: Mr. Murrell provides leadership to RIZOME's board, and conducts board
meetings. As the compliance subject matter expert, Mr. Murrell oversees the Company's
compliance with laws, regulatory agencies, policies and procedures. Mr. Murrell is also a
Director of the Company's Philippine subsidiary, Rizome Philippines. Mr. Murrell's compensation
is $5,000/month, however it is deferred, and not currently being paid.
Other business experience in the past three years:
Employer: Carbon Resources of Florida, Inc.
Title: President
Responsibilities: Marketing representative
Name: Russell Smith
Russell Smith's current primary role is with the Issuer.
Position: President, CEO, Co-Founder, and Director
Responsibilities: Mr. Smith's primary responsibilities include managing the day to day operations
of the business, setting strategy and direction, building and leading the senior executive team,
allocating capital to the company's priorities, modeling and setting the company's culture,
developing marketing, branding and development strategies, and working towards forming new
partnerships and the delivery of similar business enterprises in new territories. Mr. Smith also
serves as the President and Director of the company's Philippine subsidiary, known as Bamboo
Ecologic Export Philippines, Inc. Mr. Smith's compensation is $5,000/month, however, it is
deferred and not currently being paid.
Name: David Sands
David Sands' current primary role is with Bamboo Living/Bamboo Technologies, LLC. David
Sands currently serves 20 hours per week in their role with the Issuer.
Position: Chief Product Officer, Founder and Director
Dates of Service: January 01, 2013 – Present

Responsibilities: Mr. Sands responsibilities include designing new products, providing technical
consultation on the production of bamboo products, seeking opportunities for the expansion of
RIZOME's business into other countries and product lines, and advocating for bamboo as a
vehicle for environmental and social sustainability and as a high-quality alternative to wood, steel
and concrete for construction. Mr. Sands' compensation is $5,000/month, however, it is deferred
and not currently being paid.
Employer: Bamboo Living, Inc.
Title: Co-Founder, Chief Architect
Responsibilities: Bamboo Home Design
Name: Fredrick H. Sands
Fredrick H. Sands's current primary role is as a medical doctor with Kaiser Permanente. Fredrick
H. Sands currently serves as needed for board meetings 2 - 4 hours per month in his role with
the Issuer.
Position: Director
Dates of Service: January 13, 2013 – Present
Responsibilities: Independent Director of the Board. Mr Sands is not currently being

compensated.
Employer: The Hawaii Permanente Medical Group of Kaiser Permanente
Title: Primary Care Physician
Dates of Service: January 01, 1981 - 2022
Responsibilities: Evaluating patients' symptoms and determining course of treatment.

Name: Chara Panagopoulos
Chara Panagopoulos' current primary role is with the Issuer. Positions
and offices currently held with the issuer:
Position: Chief Financial Officer
Dates of Service: May 01, 2021 - Present
Responsibilities: Manage all financial and administrative activities for the company. Develop
budgets, cash flow forecasts and financial reporting. Manage banking, insurance and payroll.
Develop pro forma financials for investors. Support CEO by providing strategic financial
leadership. Ms. Panagopoulos' compensation is $8,333/month.
Employer: CelebYou, LLC
Title: CFO
Dates of Service: July 01, 2019 - April 30, 2021
Responsibilities: Day to day financial management
Employer: Carbon Resources of Florida, Inc.
Title: CFO
Dates of Service: September 19, 2006 - July 12, 2019
Responsibilities: Day to day financial management
Name: Caroline Sumner Veloso
Caroline Veloso currently serves as needed for board meetings 2 - 4 hours per month in their
role with the Issuer.
Position: Director
Dates of Service: August 18, 2022 – Present
Responsibilities: Independent Director of the Board. Ms. Veloso is not currently being
compensated.
Name: Luis Ramon Lorenzo
Luis Ramon Lorenzo currently serves as needed for board and advisory meetings 25 hours
per week in their role with the Issuer.
Positions and offices currently held with the issuer: Position: Chairman of Bamboo
Ecologic Export Philippines, Vice Chairman of Bamboo Ecologic Corporation
Dates of Service: August 18, 2022 – Present
Responsibilities: Assists CEO with developing supplier relationships in the Philippines. Mr

Lorenzo is not currently being compensated.
PRINCIPAL SECURITY HOLDERS
Set forth below is information regarding the beneficial ownership of our Common Stock, our only
outstanding class of capital stock, as of December 31, 2022, by (i) each person whom we know
owned, beneficially, more than 10% of the outstanding shares of our Common Stock, and (ii) all
of the current officers and directors as a group. We believe that, except as noted below, each
named beneficial owner has sole voting and investment power with respect to the shares listed.
Unless otherwise indicated herein, beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and includes voting or investment power with
respect to shares beneficially owned.
Title of class: Common Stock

Stockholder Name: David Sands
Amount and nature of Beneficial ownership: 13,000,000
Percent of class: 10.84

Stockholder Name: Noble Leaders
Holding, LLC

Stockholder Name: Frederick J. Murrell
RELATED PARTY TRANSACTIONS
The Company currently has outstanding loans with two of the principal security holders. During
2022 Frederick Murrell loaned the company additional funds. Specifically, he loaned the
Company $10,000 on August 2nd, 2022. The terms of the loan were 13% interest paid quarterly
in arrears, principal due in three years, and 25,000 stock warrants for each $10,000 loaned.
OUR SECURITIES
The company has authorized Common Stock, Series B Preferred Stock, and Convertible Debt.
Common Stock
The amount of security authorized is 500,000,000 with a total of 116,465,498 outstanding.
Voting Rights
Every stockholder of record shall be entitled at every meeting of stockholders to one vote for
each share of common stock standing in their name.
Material Rights
The right of first refusal, tag along and drag along rights apply to Founders' Common Stock.
There are no distribution rights and preferences, no liquidation rights and preferences, no
dividend rights, or preemptive rights.
The total amount outstanding includes 2,837,500 shares to be issued pursuant to outstanding
warrants.
The total amount outstanding includes 2,515,000 shares to be issued pursuant to stock options,
reserved but unissued.
The total amount outstanding includes 4,485,000 shares to be issued pursuant to stock options
issued.
Voting Rights of Securities Sold in this Offering
Each Subscriber shall appoint the Chief Executive Officer of the Company (the "CEO"), or his or
her successor, as the Subscriber's true and lawful proxy and attorney, with the power to act
alone and with full power of substitution, to, consistent with this instrument and on behalf of the
Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute
any instrument or document that the CEO determines is necessary or appropriate in the
exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate
in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power
granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and
power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will
survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber
is an entity, will survive the merger or reorganization of the Subscriber or any other entity
holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment
underwritten public offering pursuant to an effective registration statement under the Securities
Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration
statement under the Securities Exchange Act of 1934 covering the Common Stock.
Series B Preferred Stock

The amount of security authorized is 51,883,600 with a total of 3,650,617 outstanding.
Voting Rights
(i) Except as otherwise set forth, each holder of Series B Preferred Shares shall be entitled to
one vote per Series B Share held by such holder on any matter properly put before the
Corporation's shareholders, together with the holders of Common Stock as a single class, not as
a separate series, and on an as-converted basis. (ii) Until each holder of Series B Preferred
Shares has received all Preferred Dividends required by Section 4(b), and the full amount of the
Recoupment required by Section 4(a), the affirmative vote of at least seventy-five percent (75%)
of all Series B Preferred Shares, (a "Super-Majority Vote"), voting as one class, the Corporation
shall not take any action in respect of any matter which would (or is reasonably likely to) result in
any of the following: (A) a change in any material provision of the Corporation's Articles of
Incorporation, the Bylaws of the Corporation or other documents governing the Corporation, or
the taking of any action which has the effect of modifying such documents; (B) the creation of
any new class of debt or equity security by the Corporation, or any change in the rights or
benefits conferred, or obligations imposed, by any class of debt or equity security of the
Corporation, whether or not such class exists as of the date of this Agreement; (C) the creation,
renewal or replenishment of any stock grant, stock option, phantom equity or other similar
incentive plan for the benefit of employees, contractors or directors of the Corporation or any
affiliate thereto; (D) the redemption or repurchase of any security, or repayment or guaranty of
any indebtedness (other than in the ordinary course), prior to the payment of all amounts owed
in respect of the Series B Preferred Shares; (F) the entry of the Corporation into any merger,
consolidation, reorganization, or the sale or lease of all or substantially all of the assets of the
Corporation, reorganization or transaction resulting in a change in control or the issuance to any
person of securities which, if fully diluted, would represent in excess of twenty-five percent (25%)
of the total capital stock of the Corporation then outstanding on a fully-diluted basis; (G) the
winding up, liquidation or dissolution of the Corporation, the making of any assignment for the
benefit of creditors, or the commencement of any bankruptcy, reorganization, arrangement,
moratorium or the other debtor relief proceedings, by the Corporation; or (H) any material
deviation by the Corporation of any items which were previously approved by a required Super
Majority Vote.
Material Rights
Series B Preferred Stock has rights to recoupment, dividends, and conversion into Common
Stock. Refer to the Third Amended and Restated Articles of Incorporation, attached as Exhibit F
to the Offering Memorandum, for a full description of the material rights.
Convertible Debt
The security will convert into Common and the terms of the Convertible Debt are outlined below:
Amount outstanding: $225,000.00

Discount Rate: None
Valuation Cap: None
Conversion Trigger: Next round of financing
Material Rights
There are no material rights associated with this Convertible Debt.
Convertible Debt
Discount Rate: 12.0%
Valuation Cap: None
Conversion Trigger: Next round of equity financing
Material Rights
Convertible Debt
Valuation Cap: None

Conversion Trigger: Next round of equity financing
Material Rights
Convertible Debt
Amount outstanding: $1,141,780.67
Interest Rate: 5.0%
Valuation Cap: None
Conversion Trigger: Financing Event
Material Rights
There are no material rights associated with Convertible Debt.
Convertible Debt
Amount outstanding: $250,000
Valuation Cap: None
Material Rights

Convertible Debt
Valuation Cap: None
Material Rights
Convertible Debt
Valuation Cap: None
Material Rights

Convertible Debt
Valuation Cap: None
Material Rights
Convertible Debt
Valuation Cap: None
Material Rights
What it means to be a minority holder
As a minority holder you will have limited ability, if at all, to influence our policies or any other
corporate matter, including the election of directors, changes to our company's governance
documents, additional issuances of securities, company repurchases of securities, a sale of the
company or of assets of the company or transactions with related parties.
Dilution
Investors should understand the potential for dilution. The investor's stake in a company could
be diluted due to the company issuing additional shares. In other words, when the company
issues more shares, the percentage of the company that you own will decrease, even though the
value of the company may increase. You will own a smaller piece of a larger company. This
increase in number of shares outstanding could result from a stock offering (such as an initial
public offering, another crowdfunding round, a venture capital round or angel investment),
employees exercising stock options, or by conversion of certain instruments (e.g. convertible
notes, preferred shares or warrants) into stock.
If we decide to issue more shares, an investor could experience value dilution, with each share
being worth less than before, and control dilution, with the total percentage an investor owns
being less than before. There may also be earnings dilution, with a reduction in the amount
earned per share (though this typically occurs only if we offer dividends, and most early stage
companies are unlikely to offer dividends, preferring to invest any earnings into the company).
The type of dilution that hurts early-stage investors most occurs when the company sells more
shares in a "down round," meaning at a lower valuation than in earlier offerings.
If you are making an investment expecting to own a certain percentage of the company or
expecting each share to hold a certain amount of value, it's important to realize how the value of
those shares can decrease by actions taken by the company. Dilution can make drastic changes
to the value of each share, ownership percentage, voting control, and earnings per share.
RISK FACTORS
Uncertain Risk
An investment in the Company (also referred to as "we", "us", "our", or "Company") involves a
high degree of risk and should only be considered by those who can afford the loss of their
entire investment. Furthermore, the purchase of any of the Common Stock of Rizome should
only be undertaken by persons whose financial resources are sufficient to enable them to
indefinitely retain an illiquid investment. Each investor in the Company should consider all of the
information provided to such potential investor regarding the Company as well as the following
risk factors, in addition to the other information listed in the Company's Form C. The following
risk factors are not intended, and shall not be deemed to be, a complete description of the
commercial and other risks inherent in the investment in the Company.
Our business projections are only projections
There can be no assurance that the Company will meet our projections. There can be no
assurance that the Company will be able to find sufficient demand for our product, that people
think it's a better option than a competing product, or that we will able to provide the service at a
level that allows the Company to make a profit and still attract business.
Any valuation at this stage is difficult to assess
The valuation for the offering was established by the Company. Unlike listed companies that are
valued publicly through market-driven stock prices, the valuation of private companies,
especially startups, is difficult to assess and you may risk overpaying for your investment.
The transferability of the Securities you are buying is limited
Any Common Stock of Rizome purchased through this crowdfunding campaign is subject to
SEC limitations of transfer. This means that the stock that you purchase cannot be resold for a
period of one year. The exception to this rule is if you are transferring the stock back to the
Company, to an "accredited investor," as part of an offering registered with the Commission, to a
member of your family, trust created for the benefit of your family, or in connection with your
death or divorce.
Your investment could be illiquid for a long time
You should be prepared to hold this investment for several years or longer. For the 12 months
following your investment there will be restrictions on how you can resell the securities you
receive. More importantly, there is no established market for these securities and there may
never be one. As a result, if you decide to sell these securities in the future, you may not be able
to find a buyer. The Company may be acquired by an existing player in the business materials
industry. However, that may never happen or it may happen at a price that results in you losing
money on this investment.
If the Company cannot raise sufficient funds it will not succeed
The Company, is offering common shares in the amount of up to $3,931,700.78 in this offering,
and may close on any investments that are made. Even if the maximum amount is raised, the
Company is likely to need additional funds in the future in order to grow, and if it cannot raise
those funds for whatever reason, including reasons relating to the Company itself or the broader
economy, it may not survive. If the Company manages to raise only the minimum amount of
funds, sought, it will have to find other sources of funding for some of the plans outlined in "Use
of Proceeds."
We may not have enough capital as needed and may be required to raise more capital.
We anticipate needing access to credit in order to support our working capital requirements as
we grow. Although interest rates are low, it is still a difficult environment for obtaining credit on
favorable terms. If we cannot obtain credit when we need it, we could be forced to raise
additional equity capital, modify our growth plans, or take some other action. Issuing more equity
may require bringing on additional investors. Securing these additional investors could require
pricing our equity below its current price. If so, your investment could lose value as a result of
this additional dilution. In addition, even if the equity is not priced lower, your ownership
percentage would be decreased with the addition of more investors. If we are unable to find
additional investors willing to provide capital, then it is possible that we will choose to cease our
sales activity. In that case, the only asset remaining to generate a return on your investment
could be our intellectual property. Even if we are not forced to cease our sales activity, the
unavailability of credit could result in the Company performing below expectations, which could
adversely impact the value of your investment.
Terms of subsequent financings may adversely impact your investment
We will likely need to engage in common equity, debt, or preferred stock financings in the future,
which may reduce the value of your investment in the Common Stock. Interest on debt
securities could increase costs and negatively impact operating results. Preferred stock could be
issued in series from time to time with such designation, rights, preferences, and limitations as
needed to raise capital. The terms of preferred stock could be more advantageous to those
investors than to the holders of Common Stock. In addition, if we need to raise more equity
capital from the sale of Common Stock, institutional or other investors may negotiate terms that
are likely to be more favorable than the terms of your investment, and possibly a lower purchase
price per share.
Management Discretion as to Use of Proceeds
Our success will be substantially dependent upon the discretion and judgment of our
management team with respect to the application and allocation of the proceeds of this Offering.
The use of proceeds described below is an estimate based on our current business plan. We,
however, may find it necessary or advisable to re-allocate portions of the net proceeds reserved
for one category to another, and we will have broad discretion in doing so.
Projections: Forward Looking Information
Any projections or forward looking statements regarding our anticipated financial or operational
performance are hypothetical and are based on management's best estimate of the probable
results of our operations and will not have been reviewed by our independent accountants.
These projections will be based on assumptions which management believes are reasonable.
Some assumptions invariably will not materialize due to unanticipated events and circumstances
beyond management's control. Therefore, actual results of operations will vary from such
projections, and such variances may be material. Any projected results cannot be guaranteed.
We are reliant on one main type of service
All of our current services are variants on one type of service, providing bamboo products. Our
revenues are therefore dependent upon the market for bamboo.
Developing new products and technologies entails significant risks and uncertainties
Delays or cost overruns in the development of our bamboo building materials and failure
of the product to meet our performance estimates may be caused by, among other things,
unanticipated technological hurdles, difficulties in manufacturing, changes to design and
regulatory hurdles. Any of these events could materially and adversely affect our operating
performance and results of operations.
Minority Holder; Securities with Voting Rights
The common stock that an investor is buying has voting rights attached to them. However, you
will be part of the minority shareholders of the Company and have agreed to appoint the Chief
Executive Officer of the Company (the "CEO"), or his or her successor, as your voting proxy.
You are trusting in management discretion in making good business decisions that will grow
your investments. Furthermore, in the event of a liquidation of our company, you will only be
paid out if there is any cash remaining after all of the creditors of our company have been paid
out.
You are trusting that management will make the best decision for the company
You are trusting in management discretion. You are buying securities as a minority holder, and
therefore must trust the management of the Company to make good business decisions that
grow your investment.
Insufficient Funds
The company might not sell enough securities in this offering to meet its operating needs and
fulfill its plans, in which case it will cease operating and you will get nothing. Even if we sell all
the common stock we are offering now, the Company will (possibly) need to raise more funds in
the future, and if it can't get them, we will fail. Even if we do make a successful offering in the
future, the terms of that offering might result in your investment in the company being worth less,
because later investors might get better terms.
This offering involves "rolling closings," which may mean that earlier investors may not have the
benefit of information that later investors have.
Once we meet our target amount for this offering, we may request that StartEngine instruct the
escrow agent to disburse offering funds to us. At that point, investors whose subscription
agreements have been accepted will become our investors. All early-stage companies are
subject to a number of risks and uncertainties, and it is not uncommon for material changes to
be made to the offering terms, or to companies' businesses, plans or prospects, sometimes on
short notice. When such changes happen during the course of an offering, we must file an
amended to our Form C with the SEC, and investors whose subscriptions have not yet been
accepted will have the right to withdraw their subscriptions and get their money back. Investors
whose subscriptions have already been accepted, however, will already be our investors and will
have no such right.
Our new product could fail to achieve the sales projections we expected
Our growth projections are based on an assumption that with an increased advertising and
marketing budget our products will be able to gain traction in the marketplace at a faster rate
than our current products have. It is possible that our new products will fail to gain market
acceptance for any number of reasons. If the new products fail to achieve significant sales and
acceptance in the marketplace, this could materially and adversely impact the value of your
investment.
We face significant market competition
We will compete with larger, established companies who currently have products on the market
and/or various respective product development programs. They may have much better financial
means and marketing/sales and human resources than us. They may succeed in developing
and marketing competing equivalent products earlier than us, or superior products than those
developed by us. There can be no assurance that competitors will render our technology or
products obsolete or that the products developed by us will be preferred to any existing or newly
developed technologies. It should further be assumed that competition will intensify.
We are an early stage company and have limited revenue and operating history
The Company has a short history, and until recently few customers, and effectively no
revenue. If you are investing in this company, it's because you think that bamboo building
materials are a good idea, that the team will be able to successfully market, and sell the
product or service, that we can price them right and sell them to enough people so that the
Company will succeed. Further, we have never turned a profit and there is no assurance that
we will ever be profitable.
The cost of enforcing our trademarks and copyrights could prevent us from enforcing them
Trademark and copyright litigation has become extremely expensive. Even if we believe that a
competitor is infringing on one or more of our trademarks or copyrights, we might choose not to
file suit because we lack the cash to successfully prosecute a multi-year litigation with an
uncertain outcome; or because we believe that the cost of enforcing our trademark(s) or
copyright(s) outweighs the value of winning the suit in light of the risks and consequences of
losing it; or for some other reason. Choosing not to enforce our trademark(s) or copyright(s)
could have adverse consequences for the Company, including undermining the credibility of our
intellectual property, reducing our ability to enter into sublicenses, and weakening our
attempts to prevent competitors from entering the market. As a result, if we are unable to
enforce our trademark(s) or copyright(s) because of the cost of enforcement, your investment in
the Company could be significantly and adversely affected.
The loss of one or more of our key personnel, or our failure to attract and retain other highly
qualified personnel in the future, could harm our business
To be successful, the Company requires capable people to run its day to day operations. As the
Company grows, it will need to attract and hire additional employees in sales, marketing, design,
development, operations, finance, legal, human resources and other areas. Depending on the
economic environment and the Company's performance, we may not be able to locate or attract
qualified individuals for such positions when we need them. We may also make hiring mistakes,
which can be costly in terms of resources spent in recruiting, hiring and investing in the incorrect
individual and in the time delay in locating the right employee fit. If we are unable to attract, hire
and retain the right talent or make too many hiring mistakes, it is likely our business will suffer
from not having the right employees in the right positions at the right time. This would likely
adversely impact the value of your investment.
We rely on third parties to provide services essential to the success of our business
We rely on third parties to provide a variety of essential business functions for us, including
shipping, accounting, legal work, public relations, advertising, and distribution. It is possible that
some of these third parties will fail to perform their services or will perform them in an
unacceptable manner. It is possible that we will experience delays, defects, errors, or other
problems with their work that will materially impact our operations and we may have little or no
recourse to recover damages for these losses. A disruption in these key or other suppliers'
operations could materially and adversely affect our business. As a result, your investment could
be adversely impacted by our reliance on third parties and their performance.
Production Risk
As a startup manufacturing company meeting slat and panel production goals may be a
challenge as we mature our business processes and manufacturing procedures.
COVID Travel
Not being able to travel easily to SE Asia could cause production slowdowns as we continue to
hire additional management in the Philippines.
Funding Risk
If we overextend buying new equipment without being able to raise additional funds, we run the
risk of our expansion becoming capital constrained.
Regulatory/Geopolitical Risk
We operate in developing countries that can have higher operational risk than the U.S. This
presents long-term risk for supply chain reliability, though we mitigate it by planting in the U.S.
and diversifying supply.
Demand Risk
If new construction drastically falls worldwide, there may be less market demand for bamboo
products.
RESTRICTIONS ON TRANSFER
The common stock sold in the Regulation CF offering, may not be transferred by any purchaser,
for a period of one-year beginning when the securities were issued, unless such securities are
transferred:
(1) to the Company;
(2) to an accredited investor;
(3) as part of an offering registered with the SEC; or
(4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the
purchaser, to a trust created for the benefit of a member of the family of the purchaser or the
equivalent, or in connection with the death or divorce of the purchaser or other similar
circumstance.
SIGNATURES
Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and
Regulation Crowdfunding (§ 227.100-503), the issuer certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form C and has duly caused this
Form to be signed on its behalf by the duly authorized undersigned, on April 28, 2023.
Name: Bamboo Ecologic Corporation
Title: CEO, Principal Executive Officer and Director, Principal Financial Officer, Principal
Accounting Officer
Exhibit A
FINANCIAL STATEMENTS
Consolidated Financial Statements
Years ended December 31, 2021, and 2022

Index to Financial Statements
Years ended December 31, 2021, and 2022
Consolidated Statement of Financial Position 3
Consolidated Statement of Operations 4
Consolidated Statement of Stockholders’ Equity 5
Consolidated Statement of Cash Flows 6
Consolidated Notes to Financial Statements 7-15
2
Consolidated Statements of Financial Position
(Unaudited)
Year Ended December 31,
2022 2021
ASSETS
Current Assets
Cash and Cash Equivalents 260,242 286,241
Accounts Receivable 2,818 75,002
Other Receivables 0 15,804
Prepaid Expenses 8,670 11,162
Inventory 568,068 18,348
Total Current Assets 839,798 406,557
Non-current Assets
Property & Equipment, net 408,957 339,114
Deposits 59,037 11,720
Other Assets 175,273 40,080
Total Non-current Assets 643,267 390,014
TOTAL ASSETS 1,483,065 797,471
LIABILITIES & EQUITY

Liabilities
Current Liabilities
Accounts Payable 190,484 428,180
Dividends Payable 40,648 27,098
Other Payables 3,682 2,510
Deferred Compensation 295,000 115,000

Accrued Interest 305,517 148,362
Other Accrued Expenses 24,130 252,287
Related Party Loans 153,224 153,224
3rd Party Loans, net 1,582,498 164,211
Total Current Liabilities 2,595,183 1,290,872
Long-Term Liabilities
Related Party Loans 245,000 160,000
3rd Party Loans, net 910,000 1,923,299
Total Long Term Liabilities 1,155,000 2,083,299
Total Liabilities 3,858,183 3,374,171
Equity
Common Stock 1,658 1,325
Preferred Stock 37 37
APIC 5,342,583 3,199,811
Effect of Foreign Currency Excha (630) 12,190
Retained Earnings (7,610,765) (5,790,063)
Total Equity (2,267,116) (2,576,700)
TOTAL LIABILITIES & EQUITY 1,483,065 797,471
The accompanying notes are an integral part of these financial statements.
3
Consolidated Statements of Operations
(unaudited)
2022 2021
Revenue 95,508 -
Cost of Revenue 91,102 180,770
Gross Profiit 4,406 (180,770)
Operating Expenses
Advertising & Marketing Expenses 410,230 401,166
Employee Expenses 237,344 298,393
General & Administrative Expenses 959,706 1,364,295
Total Operating Expenses 1,607,280 2,063,854
Operating Income (1,602,874) (2,244,624)
Other Revenue
Grants 285,280 196,093
Interest 0 1
Other Revenue 36,117 0
Total Other Revenue 321,397 196,094
Other Expense
Interest Expense 291,011 203,515
Interest Expense - Discount 270,476 47,082
Fair Valule of Options Expense 0 99,646
Other Expense 20,261 31,551
Total Other Expense 581,748 381,794
Provision for Income Tax - -
Net Income (1,863,226) (2,430,324)
Other Comprehensive Income (loss)

Effect on Foreign Currency Exchange 0 12,190
Net Comprehensive Loss (1,863,226) (2,418,134)
4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER EQUITY (Unaudited)
Additional Total
Common Stock Preferred Stock Paid-In Other Comprehensive Accumulated Stockholders'
Shares Amount Shares Amount Capital Income Deficit Equity
Balance, December 31, 2020 60,507,110 $ 1,197 3,650,617 $ 37 $2,002,009.00 $ - (3,359,739.00) $(1,356,496.00)
Issuance of Shares for Services 9,043,000 90 - - 17,996 - $ 18,086
Issuance of Shares for Exercise of Warrants 3,050,000 31 - - 30,469 - $ 30,500
Issuance of Shares from Reg CF offering 747,665 7 - - 253,929 - $ 253,936

-
(28,825) $ (28,825)
Capital Costs related to Reg CF offering
-
FV of Option Expense 99,646 $ 99,646
-
FV of Warrants 824,587 $ 824,587
Net loss for the year ended December 31, 2021 (2,430,324) $ (2,430,324)
AOCI - Foreign Currency Translation 12,190 - $ 12,190
Balance, December 31, 2021 73,347,775 $ 1,325.00 3,650,617 $ 37 $ 3,199,811 $ 12,190 (5,790,063) $ (2,576,700)
Issuance of Shares for Exercise of Warrants 2,119,379 21 - - 21,173 - $ 21,194
Issuance of Shares from Offshore Offering 22,000,000 220 - - 749,780 - $ 750,000
Issuance of Shares from Securities Act Section 4(a)(2) “no
2,933,333 29 99,971 $ 100,000

public offering”
Issuance of Shares from Convertible Debt Conversion 4,154,145 42 113,253 $ 113,295
Issuance of Shares from Reg CF offering

2,073,816 19 750,644 - $ 750,663
Capital Costs related to Reg CF offering - -

(52,537) $ (52,537)
-
FV of Warrants
460,488 $ 460,488
-
AOCI - Foreign Currency Translation
$ (12,818)
-
Accrual of Preferred Dividend
(13,549) $ (13,549
Prior Year Adjustment
56,073 $ 56,073
Net loss for the year ended December 31, 2022
(1,863,226- $ (1,863,226)
Balance, December 31, 2022 106,628,448 $ 1,657.00 3,650,617 $ 37 $ 5,342583 $ 0 $ (2,267,116)

(7,610,765)
The accompanying notes are an integral part of these financial statements. 6

Consolidated Statements of Cash Flows
(unaudited)
2022 2021
OPERATING ACTIVITIES
Net Income (1,863,226) (2,430,324)
Adjustment to Retained Earnings (129,991)
Adjustments to reconcile Net Income
to net cash provided by operations:
Amortization expense 0 47,082
OID expense 0 (42,622)
Loss on debt settlement 0 385,698
Fair Value of shares issued for services 0 18,086
Depreciation expense 63,214 7,866
Stock options issued for services 0 99,646
Changes in operating assets and liabilities
Accounts Receivable 72,777 (70,806)
Loan to BEEP 0 0
Prepaid Expenses (29,812)) 28,492
Bad Debt - -
Inventory (390,828) (18,348)
Deferred Rev - -
Other Accrueds - -
Other Assets (210,567) (45,225)
Accounts Payable 215,815 223,920
Accrued expenses 254,581 383,597
Net cash provided by Operating Activities (2,449,666) (1,412,938)

INVESTING ACTIVITIES
Cash paid for purchase of fixed assets (147,965) (346,980)
Funds Loaned - -
Net cash provided by Investing Activities (147,965) (346,980)

FINANCING ACTIVITIES
Proceeds from Sale of Stock 1,953,093 256,611
Borrowings on debt 680,000 1,443,229
Principal Payments on debt 0 (148,110)
APIC - -
Common Stock - -
Net cash provided by Financing Activities 2,642,401 1,550,730
Effect of Foreign Currency Translation 9,309 5,187
Net cash increase for period 44,769 (204001)

Cash at beginning of period 285,075 490,242
Cash at end of period 329,845 490,242
-
-
7
Notes to the Consolidated
Financial Statements
December 31st, 2022
$USD
NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES
Bamboo Ecologic Corporation (“the Company”) was formed in Nevada on January 9th, 2013. The company is a
manufacturer of bamboo construction materials with customers primarily in the Philippines and slowly expanding into
the United States.
NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
Our fiscal year ends on December 31. The company has no interest in variable interest entities and no predecessor
entities. The financials herein represent the results of operations of the company’s US entity, Bamboo Ecologic
Corporation and foreign Philippines entity, Bamboo Ecologic Export Philippines, Inc.
Use of Estimates and Assumptions
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.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances, and highly liquid investments with maturities of three months or
less when purchased.
Prepaid Expenses
Component 2022 2021

Legal Fees 4,000 -
Prepaid Rent 1,917 -
Other 2,753 11,162
Total 8,670 11,162
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes
the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
8
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets.

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions.
Concentrations of Credit Risks
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and
cash equivalents and a loan to its subsidiary. The Company places its cash and cash equivalents with financial institutions
of high credit worthiness. The Company’s management plans to assess the financial strength and credit worthiness of
any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue
Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the
customer. A performance obligation is satisfied over time if one of the following criteria are met:
a. the customer simultaneously receives and consumes the benefits as the entity performs;
b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or
enhanced; or
c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an
enforceable right to payment for performance completed to date.
The Company’s primary performance obligation is the delivery of product to customers. The company recognized $95,508 in
revenue as of December 31st, 2022 and deferred $12,814 of revenue for cash deposits received prior to delivery of product as of
December 31st, 2022.
Inventory
The Company states inventory at the lower of cost or market value. Cost is determined using the Average Method.
The inventory balance as of December 31, 2022, and 2021 was $568,068 and $18,348, respectively.
Property and Equipment
Property and Equipment are stated at cost, and are depreciated using straight line, over its estimated useful lives:
Computer Equipment 5 years

Machinery & Equipment 7 years
Depreciation Expense for the years ended December 31, 2022, and 2021 was $63,214 and $7,866, respectively.
9
Deposits
Deposits consist of security deposits for the corporate office in Sarasota, FL at $2,087 and the manufacturing facility in
Cagayan de Oro, Philippines at $56,950.
Other Assets
The Company’s subsidiary in the Philippines recorded the following other assets:
Account 2021 2021

Loan to BEEP $11,362 $5,000
Advances $9,966 $27,867
VAT $58,549 $12,213
Deferred Tax $95,396 $0
Total Other Assets $175,273 $45,080
Deferred Compensation
During 2022 each of Mr. Frederick Murrell, Mr. Russell Smith, and Mr. David Sands, continued to defer their salary due
to circumstances resulting from the impact of the COVID-19 pandemic and the delays caused in commissioning the
manufacturing facility in the Philippines. As of December 31, 2022, the deferred compensation balance was:
Name Deferred Compensation

Frederick Murrell $79,000
Russell Smith $79,000
David Sands $112,000
Troy Carter $25,000
Accrued Interest
The Company accrues interest on a monthly basis on all related party and third-party notes. The accrued interest balance
as of December 31, 2022, and 2021 was $304,193 and $148,362, respectively.
Other Accrued Expenses
Other Accrued Expenses consisted of the following:
Accrued Taxes $11,316 $0

Customer Prepayments $12,814 $171,038
StartEngine Promote $0 $81,249
Total Other Accrued Expenses $24,130 $252,287
Advertising Costs
Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are
incurred.
General and Administrative
General and administrative expenses consist of payroll and related expenses for employees and independent
contractors involved in general corporate functions, including accounting, finance, tax, legal, business development,
and other miscellaneous expenses.
10
NOTE 3 – OTHER REVENUE
As of December 31, 2022, and 2021 the Company had received $285.3K and $190K respectively in grants funds, from
One Tree Planted, a reforestation non-profit, and USAID.
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure
of related party transactions. The company borrowed money from shareholders and/or related family members totaling
$85,000 as of December 31st, 2022 and $313,224K as of December 31st, 2021. Of the $85K borrowed in
2022, $75K bears interest of 12% and is due in 2025 and $10K bears interest at 13% and is due in 2025. Of
the $313,224 borrowed as of December 21st, 2021, $153,224 bears interest of 6% and is due on demand
and $160K bears interest at 12% and is due in 2024.
The company has been loaning funds to its Philippine subsidiary for its operations while the manufacturing facility was
being commissioned and until operating costs are covering from sales. The balance of the funds loaned to the subsidiary
as of December 31, 2022, is $2,005,986.
NOTE 5 – CONTINGENCIES, COMPLIANCE WITH LAWS AND REGULATIONS
We are currently not involved with or know of any pending or threatening litigation against the Company or any of
its officers. Further, the Company is currently complying with all relevant laws and regulations.
NOTE 6 – DEBT
Related party loans – See Note 3.
3rd Party Loans – The company borrowed $3,043,299 from 3rd parties as of December 31st, 2021. The amounts
borrowed bear interest at 12% and 13% and are due in 2023 – 2027. One of these loans was converted to equity on
November 28th, 2022, specifically $113,294.86 of unpaid principal and accrued interest was converted to 4,154,145
shares of the Company’s common stock per the terms of the convertible note.
Debt Principal Maturities 5 Years
Subsequent to 2020
Year Amount
2023 965,000
2024 1,283,299
2025 520,000
2026 -
Thereafter 175,000
NOTE 7 - EQUITY
The company has authorized 500,000,000 of common shares with a par value of $0.00001 per share and 51,883,600
of preferred shares with a par value of $0.001 per share. 106,628,448 shares of common stock and 3,650,617 shares
of preferred stock were issued and outstanding as of 2022. 73,347,775 shares of common stock and 3,650,617 shares
of preferred stock were issued and outstanding as of 2020.
Shares of common stock are voting and carry similar customary rights and privileges of other companies’ common
stock and are entitled to dividends at the discretion of the board of directors.
11
The terms of the preferred shares are as follows:
Recoupment: The holders of the Series B Preferred Shares shall have the right to receive, prior to any payment to any
other holder of the Company’s capital stock, whether in the distribution of profits or in liquidation of the Company an
amount in cash equal to one hundred percent (100%) of the Original Issue Price.
Dividends: Until such time as each holder of Series B Preferred Shares has received Recoupment in full, each such
holder shall be entitled to receive from the Company an annual, cumulative cash dividend (the “Preferred Dividend”),
out of the Company’s cash legally available for distribution, after giving effect to the payment of all current expenses
and obligations (“Distributable Cash”). Beginning with calendar year 2019,and through and including calendar year
2023, Preferred Dividends shall cumulate at the rate of two and one-half percent (2.5%) of the Purchase Price per
annum.
Conversion: Any shares of Series B Preferred Shares may, at the option of the holder, be converted at any time into
fully paid and nonassessable shares of Common Stock. Each share of Series B Preferred Shares shall automatically be
converted into shares of Common Stock, based on the then-effective Series B Preferred Shares Conversion Rate, at
any time upon the affirmative election of the holders of a Super-Majority Vote of the Series B Preferred Shares.
Conversion Rate: The conversion rate in effect at any time for conversion of the Series B Preferred Shares (the “Series
B Preferred Shares Conversion Rate”) shall be the quotient obtained by dividing the Original Issue Price of the Series
B Preferred Shares by the “Series B Preferred Shares Conversion Price.”
Conversion Price: The conversion price for the Series B Preferred Shares shall initially be the Original Issue Price of
the Series B Preferred Shares (the “Series B Preferred Shares Conversion Price”). Such initial Series B Preferred
Shares Conversion Price shall be adjusted from time to time in accordance with this Section 4(c). All references to the
Series B Preferred Shares Conversion Price herein shall mean the Series B Preferred Shares Conversion Price as so
adjusted.
Voting: Entitled to one vote per Share
The company raised $750,663.33 in 2022 and $253,936.14 in 2021 by offering common shares for sale via
Regulation Crowdfunding. There were $52,535 in 2022 and $28,825 in 2021 in platform fees associated with raising
these funds.
Further, as indicated in Note 9, there were 2,119,429 warrants exercised in 2022 for $21,194.29.
NOTE 8- STOCK OPTIONS
Following is the schedule of stock options the Company has granted as of December 31, 2022, and 2021:
No. of Date Exercise Date Options

Name Option Granted Price Vest/Terminate
Anita Lambert 37,500 4/1/2015 $0.01 Fully vested; 1/3 each 4/1/22, 4/1/23, 4/1/24
Chara Panagopoulos 37,500 4/1/2015 $0.01 Fully vested; 1/3 each 4/1/22, 4/1/23, 4/1/24
Stanley Cooper 7,500 4/1/2015 $0.01 Fully vested; 1/3 each 4/1/22, 4/1/23, 4/1/24
Rich Von Wellsheim 37,500 4/1/2015 $0.01 Fully vested; 1/3 each 4/1/22, 4/1/23, 4/1/24
Tara Grace 7,500 4/1/2015 $0.01 Fully vested; 1/3 each 4/1/22, 4/1/23, 4/1/24
MJN Participações 3,000,000 10/2/2015 $0.0001 Fully vested.
Chara Panagopoulos 1,000,000 2/22/2016 $0.01 Fully vested; terminate on 2/12/2024
Joseph Andrews 400,000 2/12/2021 $0.01 Fully vested; terminate on 2/12/2026
The Company uses the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the
options include the market value of the Company’s common stock, the exercise price of the warrants and the risk free
interest rate. Since the Company is not public, the average volatility of two companies that are similar in size and
operations to the Company was used. As of December 31, 2022, and 2021, stock issued for services to employees totaled
$0 and $0, respectively. As of December 31, 2022, and 2021, stock issued for services to non-employees totaled $0 and $0,
respectively.
12
NOTE 9- WARRANTS
The Company issued warrants with its debt offering in 2022 and 2021, specifically 25,000 warrants for every $10,000
loaned. The Company accounts for warrants issued in accordance with ASC 470-20-30-2.
The warrants exercised in 2022 were:
No. of Date Exercise

Name Warrants Exercised Price
The Willard Kayser Jr. RT 50,000 2/162022 $500
D. Werlin Holdings, LLC 875,025 5/2/2022 $8,750.25
M. Werlin Holdings, LLC 875,025 5/2/2022 $8,750.25
The Willard Kayser Jr. RT 50,000 4/27/2022 $500
Robin & Kathryn Baker 125,000 5/5/2022 $1,250

Robin & Kathryn Baker 144,379 6/15/2022 $1,443.79
The warrants still outstanding as of December 31, 2022, were:
Name No. of Warrants Date Granted Expiration Date Warrant Price
Sugar & Nakada 62,500 6/23/2020 6/23/2025 $0.01

Paul Moore 375,000 7/17/2020 7/17/2025 $0.01
Ivan O’Neil 62,500 7/21/2020 7/21/2025 $0.01
Evslin Trust 62,500 7/30/2020 7/30/2025 $0.01
Josh Schaeffer 62,500 8/4/2020 8/4/2025 $0.01
Paul Moore 250,000 8/15/2020 8/15/2025 $0.01
Fredrick Sands 275,000 8/18/2021 8/18/2026 $0.01
D. Werlin Holdings 125,000 9/28/2021 9/28/2026 $0.01
M. Werlin Holdings 125,000 9/28/2021 9/28/2026 $0.01
Frederick Murrell 62,500 10/25/2021 10/25/2026 $0.01
Russell Smith 62,500 11/11/2021 11/11/2026 $0.01
D. Werlin Holdings 50,000 9/28/2021 9/28/2026 $0.01
M. Werlin Holdings 50,000 12/15/2021 12/15/2026 $0.01

Dale Hobbs 125,000 2/24/2022 2/24/2027 $0.01
Fredrick Sands 62,500 4/21/2022 4/21/2027 $0.01
Bamboo Technologies 62,500 4/22/2022 4/22/2027 $0.01
Bamboo Technologies 62,500 4/28/2022 4/28/2027 $0.01
Big Bambusa, LLC 625,000 5/19/2022 5/19/2027 $0.01
Elizabeth Moore 250,000 6/2/2022 6/2/2027 $0.01
Frederick Murrell 25,000 8/2/2022 8/2/2027 $0.01
13
FMV of Warrants & Amortization
The Company allocates the fair value of the warrant determined by the Black Scholes Model to paid in capital and
discount on debt which is amortized into interest expense over the life of the note. The FMV of the warrants for the years
ended December 31, 2022, and 2021, was $460,488 and $824,587, respectively.
Interest expense associated with this amortization for the years ended December 31, 2022, and 2021, was $270,476
and $102,167, respectively.
NOTE 10- INCOME TAXES

As of December 31, 2022, the Company had approximately $(5,449,320) in tax loss carryforwards that can be utilized in
future periods to reduce taxable income. The reconciliation of the provision for income taxes at the United States federal
statutory rate compared to the Company’s income tax expense as reported is as follows:
Year Ended Year Ended

December 31, 2022 December 31, 2021
Federal Tax Rate 21% 21%
Carryforward $(3,856,570) $(1,187,276)
Net Loss $(1,863,226) $(2,430,324)
Stock Based Compensation $0 $99,646
Debt Discount Amortization $270,476 $47,082
Gain on Settlement $0 $(385,698)
NOL Carryforward $(5,449,320) $(3,856,570)
The significant components of deferred income tax assets and liabilities on December 31, 2021, and 2020 are as
follows:
Year Ended Year Ended

December 31, 2021 December 31, 2020
Deferred Tax Assets $(1,144,357) $(809,880)
Less: Valuation Allowance $1,144,357 $809,880
Net Deferred Tax Asset $0 $0
Due to its history of losses, the Company is not subject to federal or state income taxes.
NOTE 11- RECENT ACCOUNTING PRONOUNCEMENTS
Management has considered all recent accounting pronouncements issued. The Company’s management believes that
these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 12- SUBSEQUENT EVENTS
The Company has evaluated events subsequent to December 31, 2022, to assess the need for potential recognition or
disclosure in this report. Such events were evaluated through April 15, 2022, the date these financial statements were
available to be issued.
14
Convertible note conversions – On January 3rd, 2023 the company converted $1,141,780.67 of unpaid principal and
accrued interest to 3,494,913 shares of the Company’s common stock per the terms of the convertible note
Promissory Notes – The company raised in the 1st Quarter of 2023 $65K via Promissory Notes from related parties.
Equity Issuances – The company raised $210,000 from selling common stock via a 506(b) offering.
NOTE 13 – GOING CONCERN
The accompanying balance sheet has been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The company has realized losses every year
since inception and may continue to generate losses.
The Company’s ability to continue as a going concern in the next twelve months following the date the financial
statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing
sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management
has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs.
No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise
substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities.
NOTE 14 – RISKS AND UNCERTAINTIES
COVID-19
The spread of COVID-19 has severely impacted many local economies around the globe. In many countries,
businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to
contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non- essential
services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global
stock markets have also experienced great volatility and a significant weakening. Governments and central banks have
responded with monetary and fiscal interventions to stabilize economic conditions.
The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank
responses remains unclear currently. It is not possible to reliably estimate the duration and severity of these
consequences, as well as their impact on the financial position and results of the Company for future periods. Note:
this disclosure assumes there is no significant doubt about the entity's ability to continue as a going concern.
We are an emerging growth company, and any decision on our part to comply only with certain reduced
reporting and disclosure requirements applicable to emerging growth companies could make our
common stock less attractive to investors.
We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may
choose to take advantage of exemptions from various reporting requirements applicable to other public companies but
not to “emerging growth companies,” including: not being required to have our independent registered public
accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form
10-K; and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and
stockholder approval of any golden parachute payments not previously approved. We can continue to be an emerging
growth company, as defined in the JOBS Act, for up to five years following our IPO.
15
CERTIFICATION
I, Russell Smith, Principal Executive Officer of Bamboo Ecologic Corporation, hereby certify
that the financial statements of Bamboo Ecologic Corporation included in this Report are true
and complete in all material respects.
__________________________
CEO, Principal Executive Officer and Director, Principal Financial Officer, Principal Accounting
Officer

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Bamboo Ecologic Corporation

This Annual Report is dated April 28, 2023.

Name: Common Stock

Name: Common Stock

Type of security sold: Convertible Note

Name: Common Stock

Name: Common Stock

Name: Common Stock

Name: Common Stock

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Operating Results - 2022 Compared to 2021

Historical results and cash flows:

Liquidity and Capital Resources

Creditor: M & LE.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name: Frederick J. Murrell

Positions and offices currently held with the issuer:

Position: Chairman of the Board, Co-Founder, and Chief Legal Officer

Dates of Service: January 09, 2013 - Present

Employer: Carbon Resources of Florida, Inc.

Dates of Service: January 01, 1986 - Present

Responsibilities: Marketing representative

Name: Russell Smith

Russell Smith's current primary role is with the Issuer.

Positions and offices currently held with the issuer:

Position: President, CEO, Co-Founder, and Director

Dates of Service: January 01, 2013 - Present

Name: David Sands

Positions and offices currently held with the issuer:

Position: Chief Product Officer, Founder and Director

Dates of Service: January 01, 2013 – Present

Other business experience in the past three years:

Employer: Bamboo Living, Inc.

Title: Co-Founder, Chief Architect

Dates of Service: January 01, 1995 - Present

Responsibilities: Bamboo Home Design

Name: Fredrick H. Sands

Positions and offices currently held with the issuer:

Dates of Service: January 13, 2013 – Present

Responsibilities: Independent Director of the Board. Mr Sands is not currently being

Other business experience in the past three years:

Employer: The Hawaii Permanente Medical Group of Kaiser Permanente

Title: Primary Care Physician

Dates of Service: January 01, 1981 - 2022

Responsibilities: Evaluating patients' symptoms and determining course of treatment.

Chara Panagopoulos' current primary role is with the Issuer. Positions

and offices currently held with the issuer:

Position: Chief Financial Officer

Dates of Service: May 01, 2021 - Present

Other business experience in the past three years:

Employer: CelebYou, LLC

Dates of Service: July 01, 2019 - April 30, 2021

Responsibilities: Day to day financial management

Other business experience in the past three years:

Employer: Carbon Resources of Florida, Inc.

Dates of Service: September 19, 2006 - July 12, 2019

Responsibilities: Day to day financial management

Name: Caroline Sumner Veloso