Explanatory Note

Explanatory Note

Ryse, Inc. (the “Company) has prepared this Form 1-A/A solely for the purpose of deleting Exhibit 13 because the Company has not done any testing the waters under Rule 255.

PART III

INDEX TO EXHIBITS

1.	Agreement with broker-dealer*
2.1	Certificate and Articles of Incorporation as Amended*
2.2	Bylaws as Amended*
4.	Form of Subscription Agreement*
6.1	Voting Trust Agreement as Amended*
6.2	Shareholders Agreement as Amended*
6.3	Employment Agreement Xxxx Xxxxx*
6.4	Employment Agreement Xxxx Xxxxxxx*
6.5	Employment Agreement Xxxx Xxxxx*
8.	Form of Escrow Agreement*
11.	Consent of Auditing Accountant*
12.	Opinion of Fasken*
14.	Form F-X*

________________________

*previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, on February 17, 2021.

	RYSE Inc.
	By	/s/ Xxxxx Xxxx
		Xxxxx Xxxx, Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By	/s/ Xxxxx Xxxx
	Xxxxx Xxxx, Chief Executive Officer, principal accounting officer, principal financial officer and Director
	Date:  February 17, 2021