Post-Qualification Offering Statement Amendment No. 2

File No. 024-11384

As filed with the Securities and Exchange Commission on October 20, 2023

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

Offering Circular
October 20, 2023

SMART RX SYSTEMS, INC.

18540 N. Dale Mabry Highway,

Lutz, Florida 33548

(813) 374-3565

www.smartrxsystems.com

Offering Amount $50,000,000

($45,000,000 in Shares of Series REG A Non-Voting Preferred Stock
with $5,000,000 in Shares of Class REG A Super-Voting Common Stock

which represents 4,500,000 Shares of Series REG A Non-Voting Preferred Stock
with 500,000 Shares of Class REG A Super-Voting Common Stock)

This is a post-qualification amendment, or the PQA, to the offering statement on Form 1-A qualified by the U.S. Securities and Exchange Commission (“SEC”) on August 9, 2022, as previously amended. The purpose of this PQA is to update the financial statements of the Company, and to provide updated information related the Company’s business operations and financial position.

SMART RX SYSTEMS, INC., or the Company, Smart Rx, Smart Rx Systems or SRXS, a Florida corporation, is offering an offering amount of $50,000,000, or the Offering Amount, comprised of $45,000,000 of our Series REG A Non-Voting Cumulative Convertible Secured preferred stock, or the Series REG A, and $5,000,000 of our Class REG A Super-Voting Preemptive Rights Convertible common stock, or the Class REG A, together with the Series REG A, the Offered Shares or the REG A Shares, or the Offering. The Series REG A shares, with an offering price of $10.00 per share, or the Series REG A Offering Price, has a stated value of $12.50 per share, or the Stated Value, and a redemption value of $12.50 per share, or the Redemption Value. The Company is not required to redeem at the Stated Value or any other value based on an instrument. The final pricing shall be determined by our Lead Placement Agent (defined herein), co- managing broker-dealers, as applicable or the Co-Managers (defined herein), and us, based upon factors such as ease of marketing and ratio basis versus the Class REG A shares offered alongside the Series REG A shares, since the price is arbitrary for this redeemable preferred. The offering price of the Class REG A shares, or the Class REG A Offering Price, together with the Series REG A Offering Price, the Offering Price, is $10.00 per share. The Offered Shares are only available in this Offering. No Offered Shares have been issued in the past. This Offering will terminate on the earliest to occur of: (i) the date on which we sell the Offering Amount of Offered Shares; (ii) any date before the Offering Amount of Offered Shares are sold, subject to the Company’s sole discretion, or (iii) August 9, 2024, which is twenty-four (24) months from the date of the qualification of this Offering Circular. We refer to any of these three dates as the Termination Date. The initial closing date, or the Initial Closing, will occur at our Company’s and our Co-Managers’ sole discretion after we have received and accepted purchases from our Co-Managers that are awaiting release from their escrow or omnibus accounts, as applicable, before the Termination Date. The Company does not intend there to be a minimum amount needed to break escrow and would break escrow when our Co-Managers believe that their first orders are ready for unified transmission. Following the Initial Closing, we intend to hold additional closings on at least a semi-monthly, monthly or bi-weekly basis, at the discretion of the Co-Managers. The final closing, or the Final Closing, will occur on the Termination Date. Until the Initial Closing, proceeds for purchases received in cash via wire transfer, electronic funds transfer via ACH, or check deposit will be kept in a separate non-interest-bearing escrow account, or the Escrow Account, held by EastWest Bank, or the Escrow Agent, for the investors participating this Offering, or the Prospective Shareholders. Upon the Initial Closing, and at each subsequent closing until the Final Closing, the proceeds held in the Escrow Account will be distributed to us and the Offered Shares will be issued to the investors. If the Initial Closing does not occur for any reason, the proceeds will be promptly returned to investors without interest.

All funds must be transmitted directly by wire, via ACH transfer, or check deposit to the specified bank account maintained by the Escrow Agent per the instructions of purchase. The Escrow Agent will notify the Transfer Agent when the full amount necessary for Initial Closing has been received. Once the total amount of collective purchases accepted by us and supported by cleared funds in either: (a) a purchaser’s brokerage account at the Selling Group Participant (defined hereinafter) or its clearing company; or (b) at the Escrow Account maintained by the Escrow Agent equal to or is greater than the Initial Closing amount decided by the Company, funds will be transferred from purchasers to us for the Initial Closing.

The minimum purchase amount by a Prospective Shareholder in this Offering is 900 shares of Series REG A in conjunction with 100 shares of Class REG A, which equals an aggregate amount of $10,000, or the Minimum Purchase Amount. Each individual investment shall maintain a 9:1 ratio on the purchase of Series REG A and Class REG A shares. However, we can waive the Minimum Purchase Amount in our sole discretion. We may accommodate large purchases over $500,000 by allowing all the sale to be Series REG A shares, and thereby offering the corresponding amount of Class REG A shares to be separately sold. Such Class REG A shares would be reserved to be sold to purchasers that desired to purchase less than $10,000 cumulatively. We may also allow reductions in the Selling Commissions and accountable fee reimbursements to purchases over $200,000.

We plan to apply for listing on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago, the Planned Listing, under the following time frames: (1) once we have raised net proceeds of $20,000,000 during the continuation of this Offering, while we are still Offering up to the maximum $50,000,000, we plan to apply for the Planned Listing immediately, to be effective and trading on the Exchange in conjunction with our filing of a Form 8-A statement with the SEC at the end of the Offering; OR, (2) shortly after the Final Closing, if by that time we have entered into any agreement with any owners of large numbers of medical office buildings, retail chain stores, or other new multi-Kiosk customers, with whom we have had non-definitive conversations and meetings, because we believe entering into such agreement may represent more than 100 Kiosk installations over the next year, and such revenue and corresponding asset base would provide financial support to our Planned Listing and subsequent shareholder support. However, if we have not entered into any of such agreement by the Final Closing, or if we have not raised net proceeds of at least $20,000,000 by the Final Closing, we plan to apply for the Planned Listing within approximately fifteen (15) months after the Final Closing in conjunction with a planned initial public offering or registered public offering, or the Planned IPO/RPO.

At the time of the Planned Listing, we plan to convert all the then outstanding classes of common stock of the Company into one class of common stock, the Planned Listing Shares or the PLS. At the time of the Planned IPO/RPO, other than some outstanding Original Series Preferred Shares, we plan to convert the remaining then outstanding preferred stock of the Company into one series of preferred stock, the Planned Listing Preferred Shares or the PLPS. The conversion of shares will be in accordance with the conversion rights associated with their respective class or series. However, we cannot guarantee that we will be able to apply for or succeed in listing all or any of our PLS and PLPS on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago.

Series REG A shares are expected to be redeemed by available proceeds to the Company from the Planned IPO/RPO. If the Series REG A shares have not been fully redeemed with the available proceeds from the Planned IPO/RPO, the remaining Series REG A shares are planned to be converted to PLPS and listed on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago, if at all.

Each share of Class REG A is expected to be converted into five shares of PLS to be listed on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago, if at all.

We previously engaged Andes Capital, LLC, or Andes, who is a registered broker-dealer and member of the Financial Industry Regulatory Authority, or FINRA to act as our Co-Manager, to initially manage the Offering and offer the Offered Shares to Prospective Shareholders on a best efforts basis. In April of 2023, we engaged Castle Placement, LLC, “Castle” or the “Lead Placement Agent”, who is a registered broker-dealer and member of FINRA to use commercially reasonable efforts to provides the Company with certain services as discussed in the Lead Placement Agent Agreement (included as an Exhibit hereto). Castle shall be the Lead Placement Agent and Manager of this Offering, Andes shall be a succession Co-Manager if called upon to do so by Castle retaining its title for that purpose “Co-Manager” under the direction of Castle. Castle may in its sole discretion form a syndicate of other experienced registered broker-dealers and investment banks who are also regulated by FINRA or various states to act as sub-agents or selected dealers, each a Selling Group Participant, and collectively, the Selling Group, to offer our Offered Shares to Prospective Shareholders in connection with this Offering. Castle may engage a number of registered investment advisory firms, or the RIAs, licensed either with the United States Securities and Exchange Commission, or the Commission, or individual states, to offer our Offered Shares. The compensations received by the Selling Group and the RIAs are different. The Bookrunning costs are largely a software related expense of the Company, and therefore Bookrunning related compensation is de minimis. Please see the section entitled “PLAN OF DISTRIBUTION” of this Offering Circular for additional information.

We plan to offer the Series REG A and Class REG A shares simultaneously in this Offering. All the Offered Shares will only be offered after this Offering Circular is qualified by the Commission. During the Offering, if any amendments to this Offering Circular are needed in order to maintain qualification status of this Offering Circular, we may temporarily halt the sales of the Offered Shares while we continue our marketing efforts until this Offering Circular regains qualification.

We expect to commence the sale of Offered Shares as of the date on which the offering statement, of which this Offering Circular is a part, is declared qualified by the Commission, and it will terminate on the Termination Date. There is no public trading market for our Series REG A or Class REG A shares at the time of this Offering.

⁽¹⁾                       We will pay the Co-Managers sales commissions and concessions equal up to 5.50%. of the gross offering proceeds for sales of Offered Shares by the Co-Managers, or the Selling Commissions, which it may re-allow, in whole or in part to the Selling Group Members, and a fee equal up to 2.20% of the gross offering proceeds, or the Co-Manager Fee, which it may re-allow, in whole or in part to the Selling Group Members. We will also pay the Co-Managers an accountable expense reimbursement of up to 0.18% of the gross offering proceeds for fees related to their clearing and facilitation services, their legal and due diligence fees and other expenses approved by the Company as further described herein. We agreed to pay, prior to the Offering, up to approximately 0.11% of the gross offering proceeds on expenses such as reasonable travel and food costs of Selling Group Participants and RIA’s, and advertising. The aggregate amount of underwriting compensation is estimated to be and will not exceed 7.99% of the gross proceeds of this Offering. Please see the section entitled “PLAN OF DISTRIBUTION” of this Offering Circular for additional information. The Company previously agreed to pay Andes Capital a refundable fee of $5,000 to perform the clerical work in connection with the FINRA 5110 form filing and $1,250 for Andes legal counsel for due diligence and legal fees related to the FINRA 5110 filing. We paid an additional fee of $5,000 to Andes and $1,250 to its legal counsel after receipt of the FINRA November 9, 2021, letter indicating no further objections to the fairness of the broker dealer compensation. We did include the $10,000 paid to Andes within the accountable expense reimbursement of 0.18% but did not include the $2,500 legal fee.

⁽²⁾                       We are responsible for paying organizational and offering expenses, or the O&O Expenses. We anticipate that the O&O Expenses will be approximately $30,000 if the Offering Amount is sold (approximately 0.06% of the Offering Amount). All the O&O Expenses will be paid on or prior to the initial closing of this Offering. Please see the section entitled “PLAN OF DISTRIBUTION” of this Offering Circular for additional information.

⁽³⁾                       Does not include expenses of the Company, including the Investment banking and due diligence fees, legal and accounting expenses, costs of blue-sky compliance and fees to be paid to ClearTrust, LLC, or our Transfer Agent, expense reimbursements to the contractors conducting administrative duties, software related to bookkeeping and bookrunning, for seminars and forums, and advertising paid directly by the Company, and travel for their executives and contractors. Aggregate Company expenses payable by us, excluding the Selling Commissions, Co-Manager Fees, and reimbursements, are estimated to be approximately $320,000 if the Offering Amount is sold, about $180,000 of which has already been paid as of the date of this Offering Circular. The Company pays these expenses directly to these contractors, and none of those expenses are broker dealer or RIA related.

Tier II, Regulation A Offering. This is a Tier II, Regulation A offering where the offered securities will not be listed on a registered national securities exchange upon qualification. This offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Non-natural persons include, but are not limited to, corporations, partnerships, limited liability companies, trusts, organizations, funds and family offices.

An investment in the Offered Shares is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective Shareholders should carefully consider and review all of the RISK FACTORS beginning on page 12.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE COMMISSION, DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

This Offering Circular is following the offering circular format described in Part II of Form 1-A.

TABLE OF CONTENTS

	Page
SUMMARY	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	13
RISK FACTORS	14
DILUTION	32
USE OF PROCEEDS TO ISSUER	36
DESCRIPTION OF OUR BUSINESS	41
DESCRIPTION OF OUR PROPERTIES	52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
DIRECTORS AND EXECUTIVE OFFICERS	64
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	72
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	74
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	76
SECURITIES BEING OFFERED	77
PLAN OF DISTRIBUTION	88
IMPORTANT PROVISIONS OF FLORIDA CORPORATE LAW AND OUR CHARTER AND BYLAWS	94
ADDITIONAL REQUIREMENTS AND RESTRICTIONS	103
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	104
ERISA CONSIDERATIONS	107
REPORTS	108
LEGAL MATTERS	109
INDEPENDENT AUDITORS	110
INDEX TO FINANCIAL STATEMENTS	F-1

SUMMARY

This summary of the Offering Circular highlights material information contained elsewhere in this Offering Circular. Because it is a summary, it may not contain all of the information that is important to your decision of whether to invest in the Offered Shares. To understand this offering fully, you should read the entire Offering Circular carefully, including the Risk Factors section. The use of the words “we,” “us,” “our Company,” “Smart Rx Systems,” “SRXS” or “our” refers to Smart Rx Systems, Inc., and its predecessors, except where the context otherwise requires. The term “Articles of Incorporation” refers to the articles of incorporation of Smart Rx Systems, as amended from time to time. The term “Bylaws” refers to the bylaws of Smart Rx Systems, as amended from time to time. The term “Governing Documents” refers to the Articles of Incorporation and Bylaws, as amended from time to time.

General

Smart Rx Systems, Inc., the Company, Smart Rx Systems or SRXS, is a technology company with custom and proprietary technologies, and a management company providing pharmacy related services at the point-of-care, or the POC, via The Smart PharmAssist™ Kiosk™, or the Kiosk, a registered® trademarked automated medication management system that dispenses medication-on-demand. Our technology was designed and developed to provide access to a live pharmacist for counseling and medication therapy management, or via video conferencing technology communicating with a live pharmacist through the Kiosk's video relay. We are currently able to provide mail order prescriptions as a follow-on service to customers in Florida and Texas. Physicians send the prescriptions electronically to our Kiosks, where the prescription is received, verified and processed by an on-site technician or pharmacist located at the Kiosk or a remote technician or pharmacist, and the prescription is automatically filled and dispensed in approximately two minutes.

Our Kiosk is a “Pharmacy-in-a-Box,” which is an entirely automated system with override capability to manually control the dispensing of medication by a pharmacist. The current model has the capacity to dispense at least 225 different types of medications with approximately 70 prescriptions filled of each type of the 225 medications, totaling 15,750 prescriptions and over-the-counter, or the OTC, medications. We refill the bins as required at varying time intervals.

Each Kiosk notifies us of each prescription filled and we track the inventory daily to maintain adequate inventory availability. Our Kiosks allow access to 24-hour pharmacists and retail pharmacies almost everywhere, which extend the reach of pharmacies without the limitation of time, distance, language or costs of traditional pharmacies. Our Cost-plus software allows us to instantaneously compare all insurance claims against the Cost-plus model. Often, our Cost-plus model may be cheaper than third party insurance due to higher deductible amounts on different type of health insurance policies. Each Kiosk location is either licensed as a pharmacy, or is one of several satellite pharmacies, called "Micro-Pharmacies" in the new rules, utilizing the license and registered pharmacist of its "parent" licensed pharmacy, and both types are in full compliance of U.S. Food and Drug Administration, or the FDA, and other federal and state regulations. The new rules require at least one Pharmacist Technician to be resident at each Micro Pharmacy, while at least one registered Pharmacist at the Parent Pharmacy may supervise up to seven (7) Micro-Pharmacies for each Parent Pharmacy, where each Micro-Pharmacy must be located within 50-miles of the Parent pharmacy, pursuant to updated regulations in Florida. All Micro Pharmacies will have a Kiosk for dispensing and storage of the inventory, are located at either a group of physicians' office, the lobby of a medical office building, a clinic, or a retail store, and the space required is determined by rules issued by the State Board of Pharmacy. While only 100 sq feet of space is the minimum by Florida law, we expect most of our locations' physicians' spaces would desire more than 150 to 200 square feet, which is still far less, and a more efficient use of space, than traditional pharmacies. Our Micro Pharmacies dispense prescription and OTC medications by the on-site Pharmacy Technician (Tech) under the supervision of the remote Pharmacist, who can be called up through our proprietary video technology by a non-proprietary, efficient and economical existing telecommunications network, whereby any patient can conduct a video call on a large screen TV, while holding a private conversation through a handset.

The Kiosks can stock 150 to 225 brands of dry medications. The Kiosks may be refilled by a Pharmacist Technician under the supervision of a remote Pharmacist, or a rotating Pharmacist from a Parent Pharmacy. Both Micro-Pharmacies and Parent Pharmacies can dispense medications that are being paid fully or partially as co-pays by private insurance companies or Medicare or may be paid for entirely by cash or credit card for patients with neither private insurance nor Medicare. Our cash or credit card customers pay a reduced "Cost-Plus" price model, which is available to any patient for generic and brand name medications. Our Cost-Plus model helps those patients who have high deductibles or have no insurance.

Our Micro Pharmacies can be opened for about 30% to 40% of the cost of opening a Parent Pharmacy; have lower operating costs than our fully licensed Parent Pharmacies, due to fewer, less expensive personnel, carry less inventory than Parent Pharmacies, and have fixed and semi-fixed costs that are less in almost every expense category vs. Parent Pharmacies. Given the demand for more convenient prescription fulfillment, our On-Site Kiosk dispensing in more locations than what would otherwise be the case if we were opening all Parent size pharmacies, allows us to open approximately 172 pharmacies for the same Use of Proceeds of this Offering as we could open approximately 73 Parent Pharmacies, not inclusive of the institutional debt and inventory line of credit we expect as a result of the availability of the proceeds of this Offering. We expect that we could decrease our operating costs substantially at the same time as increasing our revenues and footprint as a medication fulfillment provider.

As we move forward, we plan to install up to 7 Micro Pharmacies for each Parent Pharmacies. Our robotic Kiosks eliminate the majority of the manual tasks, such as finding each drug, counting the pills, labeling the vials, and verify the prescription, capping the vial, and storing it for patient pick-up, and manually performing inventory checks, instead of verifying robotic and software provided data versus required state and Federal regulations. The verification is digital so there is no contamination. Micro Pharmacies also create more locations of easy access to our patients as they obtain their medications at or near their point-of-care.

Based on the robotic prescription fulfillment steps, public surveys and our patient interaction and active response, we believe our Kiosks performs all functions more efficiently than a traditional retail pharmacy.

Our fully licensed pharmacy locations dispense medication-on-demand at the POC, unlike retail pharmacies, utilizing a proven robotic prescription dispensing system platform to lower the risks, costs and time in developing and manufacturing a new technology device. Our Kiosk’s features include enhanced security against theft and pilfering of the tamper-proof metal and security glass Kiosk construction for prescription medications vs. standard open shelving rows and key-lock drawers in chain and local pharmacy inventory storage space; prescription verification, automated pill counting, automated filling of vials, automated vial capping, barcode reader, biometrics, facial recognition, automated labeling, medication image capture, automated climate control, consultation with an on-site or remote-by-video licensed pharmacist, backend data collection, automated remote insurance verification processing, reimbursement, printing medication instructions and labeling each vial. All patient information is stored on servers at the Company’s headquarters and is not available within the hardware storage systems of each individual Kiosk; therefore, any attempt to break into a Kiosk would not compromise patient information, including credit card information, as these transactions are conducted via internet behind a firewall or via phone line connections with remote payment systems, neither of which record or store information within the Kiosks. The lack of any patient information in the Kiosk makes its theft from the individual kiosks nearly impossible.

Part of our Proceeds from this Offering include the rapid introduction of a virtual backup server on the Microsoft platform and a mobile application that can be accessed anywhere, so that a patient can access all the information about the medications and methodologies of properly adhering to the prescription regimen as prescribed.

Our Kiosks substantially exceed the Federal standards for security of medications; these self-contained security-grade metal and security-grade glass Kiosks for storage of medications until dispensed are far more secure than standard pharmacy storage systems approved under Federal standards, which feature open shelving and key lock metal or plywood laminate drawers. These traditional medication storage systems at American pharmacies cannot compare to the security of a specially designed Kiosk system for safety of storage for medications.

We have partnered with a global automated pharmacy robotics manufacturer, or GAPRM, ScriptPro USA, Inc., or ScriptPro, who manufactures and installs the Kiosks at its expense, and provides 24/7 maintenance. This contractual relationship has provided us with a more rapid entry into the market than we could have experienced otherwise, because we believe there is no better place to compete than at the POC, as outlined below in Growth Strategy. While we expect that the first 28 to 48 Micro Pharmacies will be installed inside the lobbies of physicians' offices or Medical Office Buildings, to provide "walk- out-of-the-building-with-your-prescription" convenience, without having to either go to a traditional pharmacy and wait for a prescription or wait for delivery of an initial prescription by mail or delivery (which often requires a patient to be physically present to sign for certain medications), we plan to add other locations as our revenues rise from the phase in of new Kiosks financed. The same model can be replicated at large corporate physicians' multi-practice offices such as those adjacent to the hospitals, small retail and convenience stores, free-standing “brick and mortar” traditional pharmacies, and for potential customers in the foreseeable future that are chain store retailers, hospitals or clinics.

The Micro Pharmacies will not contain any controlled substances, as those will be filled by the controlling Parent pharmacy. All shipments of medications will also be completed by the Parent pharmacy. While the Kiosk could be deployed in assisting living, rehabilitation or nursing facilities, we do not believe they would be profitable segments of the marketplace in the next few years, thus we do not plan to enter those types of facilities by using the proceeds of this Offering. Our Kiosks are currently deployed in both retail and formulating pharmacies which we own, within or adjacent to physicians’ offices, and medical office buildings.

As of the date of this Offering Circular, we have not yet commenced installations of the Kiosks into other types of retailers, hospitals or clinics, which we plan to conduct subsequent to the receipt of proceeds from this Offering, due to the capital requirements involved with larger facilities and multiple locations of retailers, as well as greater inventory needs of larger cumulative quantities of prescription medications represented within the larger number of Kiosk locations. These retailers with hundreds or thousands of locations, and large hospitals, require either significant installation costs and initial inventory investment or larger capacity Kiosks, both of which would depend upon the availability of proceeds from this Offering or alternative financing. We have developed significant expertise within our existing installations and communications with larger facilities and in developing our Kiosks.

Management believes that using robotics to improve and consistently maintain patients’ experiences at, or remotely, with a pharmacy and its staff, is the first way of building patient loyalty to its brand.

Each of our existing locations operate as a fully licensed pharmacy; we are required to adhere to federal and state guidelines in all respects, including those related to security of our Kiosks, patient information and inventory.

The proceeds of this Offering will also provide us the opportunity to complete our ongoing development of a Virtual Counseling center, to augment the planned new mobile application. Our systems currently inform us of all refills that may be due in the next 15 days, so that we may efficiently plan on patient notification.

Our Kiosks have performed, in real time under normal operating conditions for pharmacies filling prescriptions for patients, for over four years, inclusive of all functions of filling, dispensing and recording prescription insurance coverage for patients and taking payment for prescriptions. They have executed these functions in everyday utilization in eight (8) different commercial test and contract locations, in less time (30 to 90 seconds on average, depending upon the quantity and size of the pills), with less cost (without human interaction until a pharmacist or pharmacist technician rechecks the vial contents filled by the Kiosk digitally, and the label is printed by the Kiosk), while achieving a degree of accuracy that is unachievable by similar human endeavors. This is largely due to the consistency of the software and the strength and the repetitive precision and agility of the robotic arm, that, in a comparison over a long period of time with the same functions performed by humans, simply performed better, avoiding the natural prevalence of human errors. This frees up time for Pharmacists and pharmacy technicians to perform tasks for which human interaction is required, such as interacting with patients and answering their questions in real time, providing them with professional advice and the benefit of their experience.

Therefore, we also intend to acquire pharmacies and licenses and open Micro Pharmacies located in the other states that have passed, or will pass, Micro Pharmacy laws, to diversify our risk of concentration in just one state, and to initiate a more widespread acceptance of our technology advantages. We expect that in the long term there will be a consistent flow of licenses and pharmacies in our target markets for acquisition, operation and expansion, which will likely enable us to continue our platform in the foreseeable future.

Management believes that the passage of the Micro Pharmacy legislation in Florida affords SRXS the opportunity to become potentially profitable with fewer pharmacies, more rapidly, and at lower initial opening costs than at any time in our past. Given the delays we have incurred and suffered in bringing this Offering to market over the last two and a half years, such news is certainly positive for our existing shareholders, and we hope should be encouraging for our future shareholders.

We expect that more states will add similar laws in the near future. Management believes that using robotics to improve and consistently maintain patients’ experiences at, or remotely, with a pharmacy and its staff, is the first way of building patient loyalty to its brand.

We plan to open an e-commerce website to sell minor related durable goods and over the counter medicines in order to increase revenues and increase our customer base. Some OTC (non-prescription) medications may be added to our Kiosks if they are preferred by certain physicians to be part of the inventory items within our Kiosks at any given location.

To comply with federal and state guidelines, we take the following steps, including maintaining records of all invoices and reports on our servers, checking expired medications monthly, performing monthly inventory checks, and only employing pharmacists who are duly licensed and authorized by the applicable governmental authorities to provide professional pharmacy services to Patients at the Customer Site via remote support facilities incorporated into the Kiosk. Further, to comply with federal privacy regulations, we have implemented a Privacy and Use of Information Policy through which we manage the use and storage of patient information, which is stored off site. Further, to comply with federal privacy regulations, we have implemented a Privacy and Use of Information Policy through which we manage the use and storage of patient information, which is stored off site. Our Kiosks include reinforced security- grade glass paneled doors which are strengthened with security-grade perforated metal. metal, which make break-ins physically difficult, without irreversibly destroying or rendering unusable the medications contained in the Kiosk Additionally, the bins and construction of the Kiosk itself partially conceal drug stock and deter break-ins. Further, the internet connection of our Kiosks is behind a firewall and customers will only have access to the central user interface on the display¹. The patient information is secured off-site and backed up off-site, through SRXS fire-walled software, as also required by similar federal and state guidelines. See “Government Regulations – Healthcare Related Regulations.”

Our Kiosks can be leased or purchased by us directly from the GAPRM or its affiliates by physicians or medical facilities, or to us. We contract with each of our customers, and where we are the lessee of the Kiosk, we collect the lease payment from our customer as part of our contract. Pursuant to the contract with our GAPRM, we have the right to purchase the Kiosks, which we may pursue if a purchase improves our, and our clients’, returns, while not absorbing undue risk. We buy and own the inventories of pharmaceuticals in our Kiosks, and we own all pharmacies. Each pharmacy has a unique name D/B/A Smart Rx Pharmacy and its own EIN, but is majority-owned by Smart Rx Systems, Inc. Further, a physician or physician group may purchase between 10% and 40% interest in a pharmacy entity; however, if a physician or physician group purchases a portion of the pharmacy entity, they must purchase a Kiosk using third-party financing, and lease the kiosk to the pharmacy entity. All other parts of the pharmacy, including computers, fixtures, and inventory will be purchased by Smart Rx Systems, Inc. The physicians or medical facilities will then hire us with both recurring and one-time fees to operate, manage and perform all pharmacy related services and activities at the POCs. Each POC location has one or more of our Kiosks, pharmacy management software, and on-site or remote-by-video licensed pharmacists and pharmacy technicians to verify prescriptions and provide counseling to the patients, or via video conference, if requested.

We tested the newly legislated Micro Pharmacy concept in 2021. The Micro Pharmacy concept is permitted to date in Florida and six other states, where using an “Enterprise Pharmacy” software would allow seven Micro Pharmacy locations to operate. Each Micro Pharmacy, also referred to as “satellites,” would be remotely managed by the Pharmacist at the Fully Licensed “Parent” Pharmacy using audio-video technologies, but fully staffed with registered Pharmacy technicians at all hours of operation and interaction with patients. We have pioneered all the proprietary and interfacing Enterprise software for our specific needs and are ready to expand as soon as the capital from this Offering or the potential institutional placement occurs.

We can install our Kiosks in new Micro Pharmacies staffed by rotating back-up pharmacy technicians within days once a location is ready for our Kiosk to hook up to electricity, internet, and phone lines and to operate effectively under the Parent Pharmacy’s DEA and state licenses, with only location licenses required for each separate satellite location. This will reduce costs on average, per pharmacy location, vs. separately licensing or acquiring each licensed pharmacy, by $300,000 to $500,000 per pharmacy, depending on location and size of physicians’ practices or medical office building (MOB) internal location differences, and inclusive of: (1) license acquisition or pharmacy acquisition purchase costs, which is the largest cost savings for each satellite, as each previously cost at least $150,000 to license by application, or up to $400,000 to purchase an operating small or recently closed pharmacy; (2) one-seventh of the costs of wages; (3) reduced Micro-Pharmacy inventories levels; (4) software savings and hardware reduction; and (5) other daily operating efficiencies. We can open these Micro Pharmacies in as little as one hundred square feet of space by law, but we expect that most if not all will be larger by 50% to 100% of the legal minimum, as each physicians’ or building owners’ or small retail stores’ owners’ layout and pedestrian patterns, will have preferences and design mandates which, based upon our experience to date in placing fully Licensed Pharmacies in similar locations, tends to indicate that the size of the space in which the patient interacts with the Pharmacist and/or pharmacy technician should feel comfortable for the patient and not cramped.

¹ ScriptPro CRS 225 Fact Sheet https://assets-global.website- files.com/5e9726a182e4d42d25469d39/5f089d103af6651637d404be_ScriptPro_Robot_CRS_225_Product_Sheet_CRS_225.pdf

The Micro Pharmacy legislation in Florida has provided SRXS with advantages that didn’t exist prior to this new law, which is especially timely and economically advantageous news for our potential new shareholders in this Offering, as we should be able to open approximately 248 more pharmacies with the same net proceeds of approximately $46mm than we anticipated prior to this legislation becoming effective, in addition to the potential institutional debt and inventory lines of credit available because of the proceeds of this Offering. Unfortunately, this legislation is not yet passed in Texas, but Texas does allow rural locations for remote pharmacies, and therefore, when we move our existing two pharmacy licenses in Texas, we will then determine if expansion into the rural Texas areas is feasible; otherwise, we do not plan on expanding in Texas beyond any remote rural pharmacies that utilize one of our two existing pharmacy licenses in newly located Kiosk equipped pharmacies in the near future unless Texas passes Micro Pharmacy laws similar to the existing seven states.

It is in our best interest to open as many Parent pharmacies and their surrounding Micro Pharmacies in Florida, in both primary and secondary markets, as capital availability permits, as well as, for diversification, the other states where Micro Pharmacies are permitted. Florida is a very large state both geographically and in population, as well as diverse in its population aging, races, and US citizens vs. immigrant or non-resident alien make-up. The convenience and competitiveness of our services and products’ availability at the site of care, mitigates to a degree what we believe may be perceived as undue concentration for a developing and growing company like SRXS, to be expanding with such focus solely on Florida. Management nonetheless believes that the concentrated expansion within Florida, as compared to the number of currently contemplated new Pharmacies with Kiosks to be added from pro forma projected proceeds of this Offering, or any potential institutional placement received by SRXS, compared to the markets available, and the size, distance and diversity of those markets, is less risky than smaller, less populated and less diverse states.

Therefore, we also intend to acquire pharmacies and licenses and open Micro Pharmacies located in the other states that have passed, or will pass, Micro Pharmacy laws, to diversify our risk of concentration in just one state, and to initiate a more widespread acceptance of our technology advantages. We expect that in the long term there will be a consistent flow of licenses and pharmacies in our target markets for acquisition, operation and expansion, which will likely enable us to continue our platform in the foreseeable future.

Management believes that the passage of the Micro Pharmacy legislation in Florida affords SRXS the opportunity to become potentially profitable with fewer pharmacies, more rapidly, and at lower initial opening costs than at any time in our past. Given the delays we have incurred and suffered in bringing this Offering to market over the last two and a half years, such news is certainly positive for our existing shareholders, and we hope should be encouraging for our future shareholders.

We expect that more states will add similar laws in the near future.

We plan to open an e-commerce website to sell minor related durable goods and over the counter medicines in order to increase revenues and increase our customer base. Some OTC (non-prescription) medications may be added to our Kiosks if they are preferred by certain physicians to be part of the inventory items within our Kiosks at any given location.

All of our current Kiosks are currently installed at the POCs to provide convenience to patients. Physicians send the prescriptions electronically to our Kiosks, where the prescription is received, verified and processed by an on-site technician or pharmacist located at the Kiosk or a remote technician or pharmacist, and the prescription is then automatically filled and dispensed in approximately two minutes.

A SUMMARY OF OUR HISTORY

Our Company was incorporated in 2013.

We began limited and commercial installations of our Kiosks at the end of 2016, opened our first fully commercial installation in late 2017, and our Smart Rx MedSpa® Program in 2020, but have not yet opened a MedSpa®. We own 6 pharmacy licenses and 6 leased Smart PharmAssist™ Kiosks, and operate two (2) pharmacies, and are in the process of moving four (4) pharmacies. Since all our financing until this Offering has come from our Founding Shareholders, we have placed these Kiosks in some locations to test the markets we were entering or test the type of facility in which we were operating our Smart PharmAssist™ Kiosks, to assess the preferred methods of utilizing our cutting-edge technology for maximum productivity and profitability. We have never had more than four (4) of our Kiosks operating at the same time in any year since 2018, and only two (2) Kiosks have been in the same location for more than a year, due to our βeta status of either locations or tested operations. Despite these test market type conditions, our Kiosks performed flawlessly, and users were satisfied utilizing them, and sales at each location grew rapidly as more patients tried the Kiosks for the first time, realizing they were easy to use, very fast in obtaining their prescriptions compared to traveling to another location pharmacy and waiting for their prescription to be filled, and were priced at the same price as any competitive pharmacy nearby; but we were never in a financial position to stock all our Kiosks with sufficient inventory, or provide the servicing required by the locations.

We believe that the proceeds of this Offering and other institutional placements and loans we plan to receive should allow us to open over 196 new POC pharmacies and Micro-Pharmacies within 12 to 15 months of the receipt of funding, with 172 emanating from proceeds of this offering, and 24 from institutional placements and loans; properly staff and provide all services required by the locations lessees and contract location customers; while allowing us to also potentially open pharmacies or Micro-Pharmacies within chain stores of various types with whom we have discussed their requests to test our Kiosks inside 8 to 20 of their locations nationwide; potentially increase our footprint into emergency medical centers, various types of clinics, and large medical office buildings housing 30 to 50 physicians’ practices with hundreds of prescription writing physicians writing thousands of prescription per day.

We lease an office of approximately 3,000 square feet at 18540 N. Dale Mabry Highway, Lutz, Florida 33548 as our operational and financial office in Lutz, Florida, which is located in the suburban area of Tampa.

In July of 2017, we purchased an approximately 9,000 square feet building, at 2273 Lee Road, Winter Park, Florida 32789, which we began renovating in late 2018 and early 2019. This building was intended to be utilized as our future headquarters offices and Kiosk demonstration center. Our plans changed due to both cost considerations related to the renovations, as well as a changing real estate rental market in our geographic area, resulting in the profitable sale of the building in August of 2019. See the section entitled “DESCRIPTION OF OUR PROPERTIES”.

Growth Strategy

Our strategy is to grow our Company through: (a) adding more locations of pharmacies that utilize our Kiosks; (b) adding more compounding and formulating pharmacies; (c) adding small grocery stores; (d) adding acquisitions of existing pharmacies to convert to our business model; (e) adding acquisitions of existing licenses which will enable us to select new locations, especially at physicians’ offices or in their medical office building or complex for POC dispensing; (f) adding acquisitions of vertical and horizontal products’ manufacturers and services providers that would lower our costs and provide more value for our locations and medical clients who lease our equipment and software and employ our services; and (g) traditional growth management methods. Our strategy is to build a business with seven (7) Micro Pharmacies remotely supported by one Parent pharmacy and by video communications and enterprise software. We expect to build 100 to 110 total pharmacies in Florida before expanding to other states, preferably in states that allow remote or Micro-Pharmacies. We believe this is the fastest route to profitability in our business. We also plan to implement a mail order closed-door pharmacy, which would be capable of mail order prescriptions throughout the 50 United States. The same unit will also support our ecommerce site, which will sell over the counter medicine, vitamins, and durable medical equipment.

Key elements of our growth and product strategy are to:

Continue to offer efficient and reliable products and services addressing identifiable market trends. Our company has continued to improve its products and services to keep pace with a changing and growing marketplace.

We currently offer same day shipments or mail order services; we send text messages to patients to remind them of refills; we offer Cost Plus generics and brand medications; however, no prescription may be priced at less than $4.00. The Cost-Plus model is not applicable to compounded medications, but is an additional benefit to the patients who can use it combined with insurance, and pay less for prescriptions.

With proceeds from this Offering, we plan to create several locations for Over the Counter products, other diabetic products, and aging products, where our patients would be able to receive discounted prices. They can verify pricing competition at any time for the products on sale on the Easy Commerce Platforms prior to purchase. We can ship all goods together for convenience. We are also building the mobile application for informational database and plan to develop a virtual counseling center.

Our goal is to exceed expectations for our customers in product delivery and services. This strategy allows us to grow our customer base as well as maintain existing customers.

Leverage market trends towards our technologies and services. Our technology was designed and developed to provide access to a live pharmacist for counseling and medication therapy management, whether on-site at the Kiosk, or via video conferencing technology from the Kiosk, as well as mail order prescriptions as a follow-on service to our customers. We believe that there is no better place to compete than at the POC where we can provide convenience to patients, whether in multi-physicians’ offices, in medical buildings where there are many such multi-physician offices of differing types of practices, or in the future as funds are available, to enter the markets represented by clinics, hospitals, assisted living or nursing facilities, rehabilitation and dementia and Alzheimer’s facilities, smaller rural community regional supermarket or retail stores, or large national chain stores that have not competed for their customers’ prescriptions or refill business as a convenience to their other shopping needs at their stores. While we currently believe that nursing, assisted living homes and dementia and Alzheimer’s facilities would not be profitable versus the costs of entry, they may eventually realize the incremental revenue generation capability of utilizing Kiosks rather than higher cost private pharmacies, eliminating delivery needs, and adding a profit-center to their operations.

All of our future Kiosk installation management contracts are expected to be for locations not currently under engagement with any of our officers or directors, or their affiliates. Coincident with these management contracts, we may make direct secured investments into some joint ventures, majority owned subsidiaries and special purpose entities formed specifically for each such engagement to further our profit potential. We expect each management agreement we engage in would conform to predominantly the same terms, conditions and compensation, and be consistent with, or less than, any competitive management contract. This captive revenue stream is an important source of near-term revenue enabling our expansion.

Competitive Advantages

We partnered with ScriptPro, a company experienced in robotics manufacturing, pharmaceutical inventory control and dispensing. It is one of the largest robotic kiosk manufacturers.

The Company does not need to create a new market as demand exists now for solutions. Less sophisticated kiosks and robotic systems are in broad use worldwide, manufactured both by our partner as well as several other leading robotic companies.

We partner with successful pharmacy entities to accelerate access into markets and expedite commercialization. The proceeds from this Offering could also help to expand and further license what our partners are currently achieving so that we can operate regionally, and maybe nationally after this Offering.

Manufacture and infrastructure risk mitigation: eliminate costs of developing cloud infra structure, development of back-end management software, costs of material inventory purchases, and high costs of hardware and software maintenance by our partnership.

The Smart PharmAssist™ Kiosk Advantages compared with traditional pharmacies:

Securities Offered

Our Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share. As of the date of this Offering Circular, we have approximately 874,200 shares of super-voting common stock outstanding, compared to 798,800 and 778,000 outstanding respectively, at the end of December 31, 2020 and December 31, 2019, respectively, to approximately 43 common shareholders, 37 of whom also own preferred shares, and 2,730,950 shares of preferred stock outstanding to approximately 41 preferred shareholders, only three of whom own only preferred shares and no common shares.

We are offering an Offering Amount of $50,000,000 comprised of $45,000,000 of our Series REG A shares, and $5,000,000 of our Class REG A shares. Each share of Series REG A, with an offering price of $10.00 per share, has a Stated Value of $12.50 per share, and a Redemption Value of $12.50 per share. The offering price of the Class REG A shares is to be $10.00 per share.

The minimum purchase amount by a Prospective Shareholder in this Offering is 900 shares of Series REG A in conjunction with 100 shares of Class REG A, which equals an aggregate amount of $10,000. Each individual investment shall maintain a 9:1 ratio on the purchase of Series REG A and Class REG A shares. However, we can waive the Minimum Purchase Amount in our sole discretion. We may accommodate large purchases over $500,000 by allowing all the sale to be Series REG A shares, and thereby offering the corresponding amount of Class REG A shares to be separately sold. Such Class REG A shares would be reserved to be sold to purchasers that desired to purchase less than $10,000 cumulatively. We may also allow reductions in the Selling Commissions and accountable fee reimbursements to purchases over $200,000.

While there is no limitation on the maximum amount that an investor may purchase, our Company reserves the right, in its sole discretion, to reject any purchase, in whole or in part, for any reason. If, at the Initial Closing, we have sold less than all the Offered Shares, we will hold one or more additional closings for additional sales, up to the total number of Offered Shares, through the Termination Date. This Offering will terminate on the Termination Date. Until the Initial Closing, proceeds for orders for shares received in cash via wire transfer, electronic funds transfer via ACH, or check deposit will be kept in a separate non-interest-bearing Escrow Account and held by the Escrow Agent. Upon the Initial Closing, the proceeds held in the Escrow Account will be distributed to our Company and the Offered Shares will be issued to the new shareholders. If the Initial Closing does not occur for any reason, the proceeds received to date from this Offering will be promptly returned to investors without interest.

We are offering the Series REG A and Class REG A shares simultaneously in this Offering.

We expect that this Offering will commence within 48 hours of qualification of this Offering Circular by the Securities and Exchange Commission, or the Commission. If we file a material amendment, such as a Form 1-K annual report, to this Offering Circular, which may trigger re-qualification requirement by the Commission, the Company will halt sales until re-qualification of the Offering Circular. However, during the period of such voluntary halt, the Company will continue marketing efforts through the Co-Managers.

Summary of 2022 and 2021 Audited Book Value and Post-Offering Proforma Book Value

We had 863,400 shares of super-voting preemptive rights convertible common stock outstanding as of the December 31, 2021 Audit Report, and the Board and management determined the pre-offering audited book value of our company, or the Book Value, to be $673,786, or $0.78 per common share. There are no options or warrants convertible within the next 12 months that are not contingent on the occurrence of events which may not ever occur, so our fully diluted Book Value per share is the same $0.78 per common share. In the year 2022, we had 949,280 number of common Stock issued. Our total liabilities were more than our total assets and we had a negative book value of $(3,184,780) and $(3.35) per share book value.

Based upon the 2020 Audit Report, we had 798,800 shares of super-voting preemptive rights convertible common stock outstanding on December 31, 2020, and the Board and management determined the pre-offering audited 2020 Book Value of our Company, or the Book Value, to be $2,293,538, or $2.87 per common share.

If the Offering Amount is sold, the proforma outstanding post-Offering capitalization would be approximately 1,363,400 cumulative proforma super-voting common shares and 7,230,950 cumulative proforma shares of non-Voting redeemable preferred stock outstanding at the end of this Offering. The post-offering proforma Book Value, excluding non-voting Preferred stock proceeds of the offering, would be $5,274,286, or $3.87 per share. The post-offering proforma Book Value, including non-voting Preferred stock proceeds would be $46,678,786, or $34.24 per share.

Dilution to Common Stock shareholders in this Offering excluding non-voting Preferred share proceeds, would be $6.13 per share.

Common Stock shareholders in this Offering including non-voting Preferred share proceeds, would be enriched by $24.24 per share as a result of the majority of proceeds being sourced from non-voting Preferred shares.

As a result, common shareholders benefit from the availability of the Preferred proceeds to grow the company and potentially increase the value of the Company, and potentially their shares’ value, while bearing less risk in the lower amount invested in the Common Stock than the greater amount invested in Preferred Stock. All Preferred stock has security interests in assets of the Company purchased or developed from the proceeds of these Preferred shares. Management believes that this is a significant benefit to Common and Preferred Shareholders alike.

All the Preferred shares offered in this Offering are scheduled to be redeemed, as discussed in more detail in the Preferred Stock section of this Offering Circular, either in the planned underwritten public offering about a year after this Offering’s end, or upon the sale of the Company, whichever occurs first.

Summary Use of Proceeds

Purchasers in this Offering will become our Class REG A Shareholders and Series REG A Shareholders, or collectively the REG A Shareholders, with respect to their ownership of the Offered Shares. Upon receipt of the Offered Shares, REG A Shareholders will be bound by our Bylaws and Articles of Incorporation, as amended. Our Bylaws and Articles of Incorporation, as amended, govern the various rights and obligations of our shareholders, including the REG A Shareholders.

If the Offering Amount is sold in this Offering, and we receive proforma net proceeds from the issuance of 500,000 shares of Class REG A and 4,500,000 shares of Series Reg A in this Offering, the cumulative proceeds, after proforma sales and expenses costs of this Offering totaling approximately $3,995,000, would be approximately $46,005,000. Of that amount, we would expect to redeem proforma $14,486,900, composed of both: (1) the Stated Value of all of our Series A Preferred AND our Series A+ Preferred, equal to approximately 484,150 outstanding various Founder’s Series of Non-Voting Preferred Shares held by our Founding Shareholders, and 429,500 of our Original Non-Voting Preferred Shares, which redemptions reduce the number of Preferred Shares outstanding cumulatively by 913,650 Pre-Offering Non-Voting Preferred Shares; and, (2) the net amount of the bridge loans scheduled by contract.

The result of those redemptions, if we sell the maximum Offering amount, would place the preferential status of the Series REG A Non-Voting Preferred sold in this Offering in sole possession of secured priority collateralization of the assets acquired, exchanged or created with the proceeds of the 4,500,000 Series REG A Preferred, because the Series REG A Preferred have redemption, liquidation or sale of Company proceeds priority status ahead of the Original Series Non-Voting Preferred, which would be the only series of Preferred of any Series remaining other than the Series REG A Preferred being sold in this Offering. See the Section entitled “SECURITIES BEING OFFERED – PREFERRED STOCK.”

After deduction of the proforma $14,486,400 redemptions from the potential net proceeds of $46,005,000 after sales and expenses, the net amount available to the Company to grow its business in the Use of Proceeds allotments as described in the table found under “USE OF PROCEEDS TO THE ISSUER” is approximately $31,518,100. That pro- forma amount, plus our 2021 audited Book Value of $673,786., As of December 31, 2022 we had 949,280 shares of super-voting preemptive rights convertible common stock, and, the Board and management determined the pre-offering audited audited book value of our company to be ($2,913,889) or ($3.07) per common share. This was caused by impairment of non- depreciable assets, and increase in liabilities as a result of changes in the employment contract of Santu Rohatgi.

If a proforma amount of $37,500,000 (75%) of the Class REG A and Series REG A are sold in this Offering, and we receive net proceeds from the issuance of 375,000 shares of Class REG A and 3,750,000 shares of Series REG A sold in this Offering, after sales and expenses costs of this Offering totaling approximately$2,996,250, the net amount of Post-Offering proforma proceeds available to the Company would be approximately $34,503,750 and after the proforma redemptions of $10,865,175, then approximately $30,779,972proforma proceeds would be available to the Company to grow its business in the Use of Proceeds allotments as described in the table found under “USE OF PROCEEDS TO THE ISSUER”.

If a proforma amount of $25,000,000 (50%) of the Class REG A and Series REG A are sold in this Offering, and we receive net proceeds from the issuance of 250,000 shares of Class REG A and 2,500,000 shares of Series REG A sold in this Offering, after sales and expenses costs of this Offering totaling approximately $1,997,500, the net amount of Post-Offering proforma proceeds available to the Company would be approximately $23,002,500, and after the proforma redemptions of $7,243,450, then approximately $20,724,686proforma proceeds would be available to the Company to grow its business in the Use of Proceeds allotments as described in the table found under “USE OF PROCEEDS TO THE ISSUER”.

If a proforma amount of $12,500,000 (25%) of the Class REG A and Series REG A are sold in this Offering, and we receive net proceeds from the issuance of 125,000 shares of Class REG A and 1,125,000 share of Series REG A sold in this Offering, after sales and expenses costs of this Offering totaling approximately $998,750, the net amount of Post-Offering proforma proceeds available to the Company would be approximately $11,501,250, and after the proforma redemptions of approximately $3,621,725 then approximately $12,845,161proforma proceeds would be available to the Company to grow its business in the Use of Proceeds allotments as described in the table found under “USE OF PROCEEDS TO THE ISSUER”.

Management

Board of Directors

Subject to our shareholders’ rights to consent to certain transactions as provided under the Florida Business Corporation Act, or the FBCA, the business and the property of our Company shall be managed and controlled by the Board. Our Bylaws and Articles of Incorporation, as amended, provide that the number of directors of our Company shall be between two to nine. From 2014 to the third quarter of 2019, our Company has benefited from a tightly controlled, small Board led by Mr. Sandeep Mathow and Mr. Swatantra “Santu” Rohatgi. As of the date of this Offering Circular, and after the retirement of Mr. Sandeep Mathow, our Board currently consists of Mr. “Santu” Rohatgi, our Chairman, Mr. David Van Valkenburg, a Founding Shareholder since 2017 and an Independent Director elected in December 2019, and Mr. Roman Reed Rohatgi (son of Santu Rohatgi), who was also elected to be an outside but related director of the Company in December 2019. ASG CAPCO Corporation and ASG Corporate Finance Corp., or ASG has been advisor to the Board since 2014. ASG is referred to as an Advisor. In connection with this Offering and upon receipt of the Offered Shares, the REG A Shareholders will be entitled to elect a member to our Board, or the REG A Representative Director. We do not intend to add any additional directors until the completion of this Offering.

Officers

The Board has the authority to select the officers of our Company. Under our Bylaws, the officers of the corporation may be a president (who shall be a director), one or more executive vice-presidents, a secretary, a treasurer, and such other officers as may from time to time be elected or appointed by the Board, including such additional vice-presidents with secretaries and assistant treasurers as may be determined by the Board. In addition, the Board may elect a chairman of the Board, or Chairman, and may also elect an executive chairman and vice-chairman, each of whom must also be a director, or may elect such positions as officers of the corporation, but the Chairman, Executive Chairman or Vice Chairman need not be officers as well as Directors. Any two or more offices may be held by the same person, except that the offices of president, chief executive officer (CEO), chief operating officer (COO), chief financial officer (CFO), or the office of corporate secretary, may not be held by the same person. In its discretion, the Board may leave unfilled any office except chairman, treasurer and corporate secretary. Additionally, in the presence of a CEO, there need be no president, or in the presence of a president, there need be no CEO. The only officers of the company are Santu Rohatgi, Chairman of the Board: Brent Clark, Interim Controller: ASG Corporate Finance Corp., Interim Corporate Secretary. Upon reaching the objective of ten million dollars, the company plans on hiring additional corporate officers.

Our Board appoints the officers; however, the CEO or president, as determined by the Board, shall have, subject to the supervision and direction of the Board, the power to appoint and discharge agents and employees, and the powers vested in hiring the Board, by law or pursuant to the Bylaws, or which usually attach or pertain to such office. Each officer shall hold office until his successor has been duly elected or appointed, until his death or until he shall resign or shall have been removed by the Board. Each officer is required to perform such duties as are provided in the Bylaws or as our Board may from time to time determine. Any officer may be removed by our Board upon a super-majority vote whenever, in its judgment, the best interests of our Company would be served thereby. The CEO shall have, subject to the supervision and direction of our Board, general supervision of the business, property and affairs of our Company, including the power to appoint and discharge agents and employees, and the powers vested in hiring our Board, by law, pursuant to the Bylaws or which usually attach or pertain to such office.

Summary Risk Factors

An investment in our Offered Shares involves a number of risks. See “RISK FACTORS,” in this Offering Circular. Some of the more significant risks include:

Reporting Requirements under Tier II of Regulation A

Following this Tier II, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the Commission on Form 1-K; a semi-annual report with the Commission on Form 1-SA; current reports with the Commission on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward- looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for dividends, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this Offering Circular, including those set forth below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Offering Circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Offering Circular. The matters summarized below and elsewhere in this Offering Circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events or otherwise.

RISK FACTORS

An investment in our Offered Shares is highly speculative and is suitable only for persons or entities that are able to evaluate and assume the risks of the investment. An investment in our Offered Shares should be made only by persons or entities able to bear the risk of, and to withstand the total loss of, their investment. Prospective Shareholders should consider the following risks before making a decision to purchase our Offered Shares. To the best of our knowledge, we have included all material risks to investors in this section.

Risks Related to Our Company

We have a limited operating history of approximately ten (10) years and have generated limited revenues of approximately $8,376,055 from our operations. There is no assurance that we will be able to successfully achieve our profit objectives.

We were incorporated in 2013 and began material operations in 2014. We have limited history of operations and, accordingly, limited performance history to which a potential investor may refer in determining whether to invest in us. We also have generated limited revenues of approximately $8,376,055 from our operations. We will have limited capitalization until the Offered Shares are sold and if the total number of Offered Shares are not sold, the objectives stated in this Offering Circular may not be achieved. Prospective Shareholders must consider a number of factors prior to investing, including but not limited to the potential risks, expenses and difficulties frequently encountered by new ventures, and our reliance on our key management and personnel. We are confident that our management will select relatively risk adverse development strategies to guide us towards meeting our growth strategies and the objectives stated in this Offering Circular. However, there is no assurance that any attempts by our management to mitigate any potential risk that we encounter, will be successful.

Additionally, because we are a company with limited previous operating history, it may be more difficult for us to raise reasonably priced capital compared to more established companies, many of which have established financing programs. Accordingly, without the sale of the total number of Offered Shares, we may not be able to retain sufficient cash flow from operations to repay our debt, satisfy our operational requirements, pay dividends to our shareholders and successfully execute our growth strategy. If we need to raise additional capital for these purposes, we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed, which would materially and adversely affect the financial operations of our Company.

Execution of our growth plans is subject to a number of factors, including, the problems, expenses, difficulties, complications, delays frequently encountered in expanding any business, operating in a competitive industry, and the continued development of advertising, promotional marketing to a corresponding customer base. If we are unable to meet our growth plans, there is a possibility that the Company could sustain losses in the future which could adversely affect the financial stability of the Company. There is no assurance that we will be able to successfully execute our growth strategy and therefore achieve our profit objectives.

We are dependent on the operating experience of our management and key personnel for our success.

We rely on our directors, officers, key contractors, advisors and future employees for our management and implementation expertise to achieve our goals. In our past ten (10) years of growth and development, these persons’ and companies’ incentives were predominantly stock based rather than cash compensation. For the first time in 2018, our former CEO and former CFO were given cash compensation. If such stock-based compensation and incentives are predominantly used in the future instead of cash compensation, some of those individuals we rely upon may not devote as much of their time to our business plans, which may adversely affect us from executing our growth strategy.

Our current existing Original Common Shareholders, Class A, Class A+, Class AA, and Class AA+ Common Shareholders will be holding significant amount of the ownership of the equities of our Company.

As of the date of this Offering Circular, our existing holders of Original Common Shares, Class A Common Shares, Class A+ Common Shares, Class AA and Class AA+ Common Shares own 100% of our Company’s shares of outstanding common stock. Further, as of the date of this Offering Circular, our existing holders of Original Preferred Non-Voting Shares, Series A Preferred Non-Voting Shares, Series A+ Preferred Non-Voting Shares, Series AA and Series AA++ Preferred Non-Voting Shares and Preferred Series 2018 Special 8% Non-Voting Shares own 100% of our Company’s outstanding shares of preferred stock. 500,000 shares of authorized common stock and 4,500,000 shares of authorized preferred stock are being offered for sale in this Offering. If the total Offering Amount is sold, the Original Common shareholders, the Class A Common shareholders, the Class A+ Common shareholders and the Class AA and Class AA+ Common Shareholders will own approximately 59% of our issued and outstanding shares of super-voting common stock, and our Class REG A Shareholders will own approximately 41% of our issued and outstanding shares of super-voting common stock. Original Common shareholders, Class A Common shareholders, Class A+ Common shareholders and Class AA and Class AA+ Common Shareholders have higher super-voting rights than the Class REG A Shareholders, because: (a) they invested in the Company in its earliest stages of development, absorbed considerable risk and have maintained their illiquid ownership for 2 to 5 ½ years longer than the potential REG A Shareholders; (b) REG A Shareholders are expected to have their shares listed on a National Stock Exchange, such as the New York American, after the conclusion of this Offering, whereupon they will have earlier liquidity opportunities than did the Founding Shareholders; (c) REG A Shareholders will hold less than the majority of all voting shares, and their super-voting rights are less than those of the Original, Class A, Class A+ and Class AA and Class AA+ Common Shareholders because they are investing after 98% of all the development endeavors have been completed; with approximately 41% of the vote, the Class REG A Shareholders may not materially influence the decisions of the Company, but their REG A Representative Director may potentially influence the Board’s decisions and voting.

Management believes that the Prospective Shareholders participating in this Offering have the potential to influence the Board’s decisions by having a REG A Representative Director on the Board. Therefore, until we redeem all of the Series REG A shares, the REG A Shareholders shall be entitled to nominate and elect a qualified person to be a director of the Board.

Our Board and management have broad discretion on managing the Company and taking corporate actions for the benefit of the business of the Company, which may sometimes subject the shareholders’ rights to adverse impact.

Shareholders, whether existing or new in this Offering, will not have the opportunity to evaluate any material acquisition of pharmacies, licenses or equipment prior to our purchases. Management has broad discretion to deploy our Company’s capital, make day to day operational decisions and make decisions on how to deploy our Company’s services and resources to our Kiosks. Prospective Shareholders will rely solely on current and future management to manage our Company’s growth strategies. Prospective Shareholders will have limited control over changes in our policies and day-to-day operations, which increases uncertainty and risk to a Prospective Shareholder. In addition, our Board may approve changes to our policies without shareholder approval. Our Board and management may take corporate actions that could potentially adversely impact our shareholders for the benefit of our Company, such as certain business relationships with our vendors. Notwithstanding the foregoing, Florida law provides that special votes of at least 10% of all shareholders entitled to vote on certain types of corporate actions may force the majority of the shareholders, the other 90%, to hold a special voting meeting to consider such actions before implementing them. As the REG A Shareholders will have a Representative Director on the Board, we believe the aforementioned risk is lowered, and it also demonstrates our intention to act equitably toward all our shareholders.

Risks Related to Our Business and Strategies

We may not be able to raise sufficient funds to develop our operations on a timely basis.

We plan to utilize the proceeds from this Offering to expand our operations, including but not limited to establishing more locations for our Kiosks. The Company believes that the most expeditious route to optimize the Company’s growth strategies would be to raise the full Offering Amount and follow- up with a Planned Listing or Planned IPO/RPO. If either or both of these two events do not occur, we may seek other fundraising sources, which may incur more expense and time to implement our growth strategy and objectives stated in this Offering Circular.

Our enterprise is relying on a new technology that is part of one of the largest industries in the world.

The pharmaceutical industry is a global behemoth. Relatively small shifts in distribution, delivery, manufacturing or pricing of drugs are beyond our control and could adversely impact our growth strategies. Despite having advantageous technology, if our business plan and growth strategy are not able to change with shifts in the industry, or assumptions made by management run contra to the industry, we may fall significantly short to generate profits to our shareholders.

We have an evolving and unpredictable business model, and we may never generate significant operating revenues. Although we have engaged in operations since 2013, we have not yet generated significant operational revenues so far.

Our lack of long-term stabilized commercial operating history and limited revenues, approximately $8,376,055 generated from 2014 to 2022, make prediction of our operating results difficult. Prospective Shareholders must consider the risks, expenses and difficulties frequently encountered in the limited commercialization of technology, which is common in new companies with rapidly evolving markets. Such risks include, but are not limited to, an evolving and unpredictable business model due to industry forces beyond our control, management of growth due to future advances in technology, and methods or processes by our competitors. In an effort to lower these risks and protect the interest of our shareholders, we must, among other things, continue to expand our customer base, implement and execute our business and marketing strategies, continue to develop and upgrade our products, promptly respond to competitive developments, and attract, retain and motivate qualified personnel. There is no assurance that we will be successful in lowering such risks, and failure to do so may adversely affect our business prospects, financial condition and results of operations.

We may sell the Company or the majority of assets of the Company.

A majority vote of all voting shareholders is required to effect a sale of all our assets, or a controlling interest in our stock. While we have no current intention to sell our Company or its assets, we may consider such a sale at value below the investment value or Stated Value of the Offered Shares to the unrelated third parties if there is a change in our ability to obtain capital for our business. As of the date of this Offering Circular, we believe it is unlikely that a sale resulting in the REG A Shareholders’ receiving less than their investment or its Stated Value would be arranged, because the Offering Amount, which is secured by assets, and its Stated Value before dividends, is considerably less than our imputed, independently assessed enterprise value. In the event of a sale of all our assets, or a controlling interest in our stock, all our Original Common Shares, Class A Common Shares, Class A+ Common Shares, Class AA Common Shares, Class AA+ and Class REG A shares, will be converted at each class’s multiple conversion ratio, prior to calculation of payout due per share. Shares of all series of preferred stock are planned to be redeemed first at full or partial stated value plus accrued dividends, if any, and then all classes of our common stock are planned to be paid.

If our patents and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

We have trademarks (some application pending), but do not have any patent applications pending, patent protection or copyrights as of the date of this Offering Circular. We have developed several patentable custom proprietary technologies, systems or models during our development of custom and proprietary technologies, business models, and other product models, and we intend to apply for patent protection at later dates when the Company deems appropriate. There is no assurance that we will file any patent applications in the future, and that any of our patent applications will result in issued patents or that, if issued, such patents will provide significant protection for our technology and processes. We may be forced to deal with issues related to our proprietary assets before we file any patents, and this may damage our future growth, as well as expose us to risks related to other new product models pending to be commercialized.

We rely and expect to continue to rely on a combination of proprietary information, non-competition and arbitration agreements with third parties with whom we have relationships, as well as trademark laws to protect our proprietary rights. We may also seek to enforce our proprietary rights through court proceedings. Our system software is 1) trademarked by us; 2) issued interim Trademark Identification numbers while awaiting final Trademark Identification numbers; or 3) leased exclusively from contractors we paid to create software for our exclusive use, so they hold applicable copyrights, hence subject to the protection of applicable copyright laws and contract laws. We have applied and we expect to continue to apply for more trademark registrations or copyrights from time to time. Such applications may not be approved, third parties may challenge any trademarks issued to or held by us, third parties may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement or misappropriation without substantial expense to us. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, competitors may be able to mimic our operations more effectively, the perception of our business to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary, which could harm our competitive position, and we may be unable or under-funded to mount adequate defenses.

We currently hold various domain names relating to our brand, including smartrxsystems.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for customers to find our website, our products and our services. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks (some application pending) and other proprietary rights.

Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our products, services and marketing activities.

In certain cases, the Company may rely on trade secrets, patents, trademarks and copyrights to protect our intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. Our intellectual property rights extend to our products and services. However, there are no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies to protect proprietary rights, or for competitive reasons. If we are unable to obtain sufficient rights, successfully defend our use, develop non-infringing technology, or otherwise alter our business practices on a timely basis in response to claims for infringement, misappropriation, misuse or other violation of third-party intellectual property rights, our business and competitive position may be adversely affected. We may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others. Many companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. Defending against intellectual property claims, whether they are with or without merit or are determined in our favor, would result in costly litigation and the diversion of technical and management personnel.

We have limited experience and resources to evaluate our business prospects and make business plans.

Because our business and industry are relatively new, there are limited resources and examples for our reference. Additionally, we generated limited revenues from operations since our incorporation, thus it is difficult to evaluate our future business prospects and make decisions based on those estimates of our future performance. Because of the uncertainties, we may be hindered in our ability to timely increase in sales, generate revenues and profits, if any. If our business decisions based on the current or unreliable data or resources available do not work as we expected, we may incur losses or never become profitable, which may decrease our company value prior to the commencement of trading of our securities, or a decrease in our stock price once our stock commences trading.

We depend on a manufacturer exclusively to provide us with our Kiosks. Disruption of our supply could adversely affect our business.

We rely on ScriptPro, who manufactures the Kiosks, and either leases or sells the machines directly to the healthcare providers, or to us, as applicable, as well as installs and maintains their portion of all Kiosks. Although the business associated with our manufacturer may be transferred to another manufacturer, if necessary, a change in manufacturer would be disruptive to our business, which in turn could have a material adverse effect on our business and results of operations.

If we were to terminate the partnership with ScriptPro, we believe we would be able to replace the manufacturer; however, it would be very time consuming, and likely to cause a disruption in our business operation. As a result, our Company and our business would be negatively affected.

Damage or disruption to our product supplies and distribution capabilities due to weather, natural disaster, fire, environmental incident, terrorism, pandemic, strikes, the financial or operational instability of key suppliers, distributors, if any, warehousing, and transportation providers, or other reasons beyond our control, could materially impair our ability to provide Kiosks and related services to our customers. If we are unable or it is not financially feasible to mitigate the likelihood or potential impact of such events, our business and results of operations could be negatively affected, and additional resources could be required to restore our supply chain.

We are dependent in part on technologies provided by third-party vendors, the loss of which could negatively and materially affect our ability to market, sell, or distribute our products.

Some of our products incorporate technologies owned by third parties that are licensed to us for use, modification and distribution. If we lose any one or more of these licenses, or we lose the ongoing rights to modify and/or distribute these technologies coupled with our products, we may be forced to devote significant resources to independently develop, maintain and support the technologies by ourselves, pay higher license fees, or transition to another vendor. Any independent development, maintenance or support of these technologies or the transition to alternative technologies could be costly, time consuming and may delay our product release and upgrade schedules, which may negatively and materially affect our ability to market, sell or distribute our products. This would materially impact our business and our results from operations would be negatively affected.

We have not yet generated significant revenues. We made our assumptions of development based on our current status of sources of revenues and our business, which is no guarantee for generation of revenues.

As of the date of this Offering Circular, we have derived revenue from four sources: (1) installed and commercially operating Kiosks; (2) our partnership with Vista Pharmacy and Diagnostics; and (3) our mail order business in Florida and Texas; and (4) our formulating and retail pharmacies. Based on our current results from operations and trend of the Company, we anticipate that our revenues would continue to be generated from these existing sources. In addition, we anticipate that we would generate revenue from Kiosk installation agreements for additional locations for which we have obtained licenses, more customers whom may use the Kiosks for prescription refill orders, and additional utilization and locations of the Vista pharmacy may continue to grow and improve, though there is no assurance that any of these activities will happen.

Our existing and proposed expanded operations are subject to all business risks associated with newer and growing companies. We are subject to all of the business risks and uncertainties associated with any new business; including the risk that we will not achieve our investment objectives and that the value of the Prospective Shareholders’ investment could decline substantially. Our ability to achieve profitability in this business will depend upon many factors, including, without limitation, our ability to execute our growth strategy and technology development, obtain sufficient capital, develop relationships with third party partners, adapt to fluctuations in the economy and modify our strategy based on the degree and nature of competition. There are no assurances that our operations will ever be profitable or that we will be able to generate sufficient revenue from operations to pay operating expenses and meet our obligations as a going concern. We may not be able to install our Kiosks as quickly or in the number we expect to generate enough revenues to make a profit as soon as we expect, or at all, in a time frame acceptable to investors.

As a technology company in its stage of rapid development and expansion, we face the risks that are unique in our current situation.

We plan on expanding our business through the introduction of a sophisticated marketing campaign, as well as through capital insertions. Any expansion measures we may undertake will entail risks and may negatively impact the profitability of the Company.

As a result, such expansion may incur expenditures and cause less funds to be available for other operations of the Company. Also, such expansion may divert our management’s attention and resources away from its existing operations, all of which may have a materially adverse effect on our present and prospective business activities.

We may not be able to successfully operate additional acquisitions and integrate related investments into our business, which could adversely affect our investment returns materially.

We do not have operational experience in our additional investments, and many of our additional acquisitions may be located in the geographic markets we do not currently have any operations in. Because we do not possess the same level of familiarity with the properties we acquire, they may not perform successfully as we expect. Our inability to assess their objective purchase price and failure to operate them could have a material adverse effect on us.

We must obtain consents from the Drug Enforcement Administration, or the DEA, the FDA, or any other related regulators, according to federal and state laws in order to assume the rights and obligations of the licenses we acquired.

In accordance with our purchase agreements and related documents to acquire the pharmacies and licenses to operate pharmacies, the sellers shall assign to us all the rights and obligations they have received from the DEA, the FDA, or any other regulators, on the date we acquire a pharmacy or license, and all of the assignments require the consents from the DEA, the FDA, or any other related regulators. Failure to obtain any of the consents of the rights and obligations will affect our operations adversely. As of the date of this Offering Circular, we have obtained all the consents of the rights and obligations required to conduct our business. However, we may acquire more pharmacies and licenses in the future, and there is no guarantee that we can obtain all the consents of the rights and obligations required or in a timely manner.

Our Kiosks may be subject to theft of drug supplies, which could lead to adverse action from regulatory agencies.

Despite our kiosks being made from security-metal and containing multiple locking systems, they may be subject to theft of drug supplies. In the event drug supplies are stolen we will be required to notify the relevant state and federal agencies and may be subject to adverse action from those agencies including but not limited to the loss of our license to operate in the relevant jurisdiction and financial penalties, all of which would have an adverse effect on our business.

We currently store patient information on servers at our headquarters and may in the future store patient information at regional sites, which may subject us to federal and state laws regarding privacy and protection of data.

While patient information is not available within the hardware storage systems of each individual Kiosk, information is stored on servers at our headquarters in Lutz, Florida, and in the future may be stored on servers at regional headquarter sites around the United States. Through our collection and storage of this information, we may currently be or become subject to federal and state laws regarding privacy and protection of data. Any failure on our part to comply with applicable privacy and data protection laws, regulations, policies and standards, could subject us to liability, damage our reputation, impair our sales and harm our business. A breach of patient information would subject us to adverse action from regulatory agencies for violating privacy laws and we may be held liable for the breach of such information, which could have a material adverse impact on our business.

Failure to raise funds in addition to cash and revenues generated from our current operations may adversely affect or delay the execution of our business plan and expansion of our business operations.

Management believes that our ability to raise additional capital is more crucial to expand our operation and conduct our business plan, than affecting our ability to stay in business in the current operation scale. There is uncertainty in our timeline to implement our business plan and expand our business with our existing financial resources. The proceeds from this Offering will help us in executing our business plan and expand our operation. Except from this Offering, we have no other binding agreements, commitments or understandings to secure additional financing as of the date of this Offering Circular. If this Offering fails in achieving the Offering Amount, we may raise additional funds for our business plan and operation expansion in a more expensive manner, or we may be unable to obtain additional financing or other sources of funding on acceptable terms, or at all. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate our growth strategy, which could adversely affect our company, and materially affect our results from operations. If subsequent capital is raised, there is a potential for dilution to the Offered Shares.

If we finance our operations and business plans in the future with debt, such future indebtedness may affect our operations.

We have outstanding loans currently payable to Mr. Sandeep Mathow, Mr. Swatantra “Santu” Rohatgi, and ASG, and we may borrow capital for offering costs of this Offering as bridge funds until proceeds of this Offering or other insertions of capital are available. Generally, the Promissory notes have simple interests of 8% to 12% per annum, The loans outstanding are $1,551,657.36 from Santu Rohatgi as of December 31, 2021, and $1,142,035.44 from Sandeep Mathow, and $30,130 from ASG. The simple interests accrued may be payable from either cash flow or any other inserted capital, and interest after that date becomes payable monthly. Principal is payable from capital contributions, paid in capital, any loans from other sources, sales of assets or securities, or EBITDA, as applicable. However, we may incur indebtedness in the future subject to discretion of the management of the Company for the business development and interests of the Company. Mr. Mathow has receivables against him of approximately $658,000 which will wash all his interests payable and parts of his loan principal. If we incur indebtedness, a portion of our cash flow or capital raised in this Offering or future offerings may be dedicated to the payment of principal and interest on such indebtedness. Interest paid to Mr. Rohatgi and Mr. Mathow was $62,696.21 and $98,940.84 respectively; this interest will be subtracted from Mr. Mathow’s accrued loan interest. Principal only was paid to Sandeep in the amount of $119,002.80.

We also secured loans from other non-related parties. These loans had simple interests between 18% and 25%. The total of such loans from March 17, 2020 until June 2023 was: (i) loans from unrelated parties in 2021 was $1,098,713, (ii) loans from unrelated parties in 2022 was $413,416, and (iii) loans ending June 30, 2023 was $35,000. All these loans were at a simple interest of 0% to 25%. Besides loans from unrelated parties, the company also owes back wages to Santu Rohatgi in the amount of $1,698,495 from years beginning January 1, 2019, and ending June 30, 2023. All loans from Santu Rohagti are at 8% simple interest.

The simple interests accrued may be payable from either cash flow or any other inserted capital, and interest after that date becomes payable monthly. Principal is payable from capital contributions, paid in capital, any loans from other sources, sales of assets or securities, or EBITDA, as applicable. However, we may incur indebtedness in the future subject to discretion of the management of the Company for the business development and interests of the Company. If we incur indebtedness, a portion of our cash flow or capital raised in this Offering or future offerings may be dedicated to the payment of principal and interest on such indebtedness.

Our ability to make scheduled payments of the principal and interest on our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not be able to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing our operations and operating expenses, selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations or otherwise significantly limit our ability to respond to periods of increased liquidity pressure, which may have negative impacts to our operations.

Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of unsecured shareholders. A judgment creditor would have the right to foreclose on any of our otherwise unsecured assets resulting in a material adverse effect on our business, operating results or financial condition.

Our current business plan may change subject to unanticipated factors beyond our control.

Our current business plan was developed by management based on our current business development and trend of operations. If there are unforeseeable changes in the economy, law and regulations and other factors that we are not able to predict, our business plan may change significantly.

Our potential business may be subject to statutory or regulatory requirements. Management believes that our current strategies are feasible in light of current economic, statutory and regulatory conditions, with the skills, background, and knowledge of our principals and advisors. However, the current strategies may be significantly modified in the future if unforeseeable changes in any economic, statutory and/or regulatory condition occurs.

Our management has broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

The net proceeds from this Offering will be used for the purposes described in the section entitled “Use of Proceeds to Issuer.” Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may not spend or invest these proceeds in a way with which our shareholders agree. To the extent we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, our management may change the use of certain net proceeds from this Offering for the benefit of the Company. We cannot specify with any certainty the particular uses of such net proceeds that we will receive from this Offering, and we may use them for other purposes not presently contemplated. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value.

If we are unable to secure relationships with group purchasing organizations or other similar organizations, we may have difficulty in selling our products and services to customers represented by these organizations.

Several group purchasing organizations, including AmeriNet, Inc., Carolina Shared Services, LLC, Child Health Corporation of America, HealthTrust Purchasing Group, L.P., MedAssets, Inc. Supply Chain Systems, Novation, LLC, Premier Purchasing Partners, L.P. and Resources Optimization & Innovation, LLC may negotiate standard contracts to purchase our products on behalf of their member healthcare organizations. If any members of these group purchasing organizations purchase our products or services according to these contracts, we will pay these group purchasing organizations a fee as sales commission. We also intend to contract with the United States General Services Administration, which will enable the Department of Veteran Affairs, the Department of Defense and other federal government customers to purchase our products. All of these contracts will enable us to sell our products and services more steadily, though we cannot guarantee that we will enter into contracts with any of the above parties. Assuming these organizations enter into sales contracts with us, they may not renew the contracts on similar terms and conditions, if at all. In addition, some of our contracts with these organizations are terminable at the discretion of either party, so they may terminate the contracts before they expire. Both of the above situations could cause our revenues to decline, and loss of any of the aforementioned relationships could negatively impact the breadth of our customer base and impair our ability to increase our revenues or even meet our revenue targets.

Different estimates and assumptions in the application of accounting policies could result in changes to our reports of financial condition and results of operations.

Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments) and various receivables. These estimates often require using market data value which may be difficult to assess and estimates of future performance or receivables collectability which may be difficult to accurately predict. While we have identified the accounting policies that are considered critical and put procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could result in material differences to our financial condition and results of operations.

We may incur losses as a result of ineffective risk management processes and strategies.

We seek to monitor and control our risk exposure through a risk control framework encompassing a variety of separate but complementary mechanisms, such as financial, credit, operational, compliance and legal reporting systems, internal controls and management review processes. While we utilize a broad and diversified set of risk monitoring mitigation techniques, those techniques may not predict every economic and financial outcome, or the specifics and timing of such outcomes accurately. As a result, we may incur losses in our operations and execution of our business plan from the above risks.

Our business depends heavily on information systems, operations and support from third-parties, hence system failures could significantly disrupt our business. As a result, the market price of our stock and our ability to effect redemptions or make distributions to our shareholders may be negatively impacted.

Our business relies heavily on communication and information systems, some of which are provided or supported by third parties. Any failure or interruption of such communication and information systems could cause delays, disruptions or other problems to our business operations, which could cause materially adverse effects on our operating results, the price of our stock and our ability to make distributions to our shareholders.

Inflation may adversely affect our financial condition and results of operations.

Inflationary factors such as increases in the cost of our products and services, and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material effect on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross profit and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products and services do not increase with these increased costs. If we increase our sales prices, there is no guarantee that our prices would be competitive in the market or that potential customers would recognize the increase in price is worth the efficiency our services provide them to procure their prescriptions. If sales decrease as a result of a price increase or we are installing few Kiosks than planned in our growth strategy our gross revenues could be materially impacted which would impact our overall results from operations.

Risks Related to Our Securities and This Offering

An investment in our Offered Shares is a speculative investment and, therefore no assurance can be given that you will realize the investment objectives stated in this Offering Circular. A Prospective Shareholder should not invest in the Offered Shares if they cannot hold the Offered Shares for an indefinite period of time and/or sustain a total loss of their investment in the Offered Shares.

No assurance can be given that investors will realize a return on their investments in the Offered Shares or that they will not lose their entire investment in our Offered Shares. For this reason, each Prospective Shareholder should carefully read this Offering Circular and assess all of the risks associated with an investment in the Offered Shares. ALL SUCH PERSONS OR ENTITIES SHOULD CONSULT WITH THEIR ATTORNEY OR FINANCIAL ADVISOR PRIOR TO MAKING AN INVESTMENT. A Prospective Shareholder should not make an investment in the Offered Shares if they are not able to hold the Offered Shares for an indefinite period of time and/or sustain a total loss of investment in the Offered Shares.

The current outstanding shares of the Company hold no superior preemptive rights.

Since both the current outstanding shares of common stock and the Class REG A shares offered in this Offering possess the same preemptive rights, the current shareholders hold no superior preemptive rights which can negatively impact the Prospective Shareholders. All shares of our common stock possess the same preemptive rights until we list our stock on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago.

There has been no public market for shares of our common stock and preferred stock prior to this Offering, and a trading market may not be developed or sustained following this Offering, which may adversely impact the market for shares of our common stock and preferred stock and make it difficult to sell your shares.

Currently, there is no public market for shares of our common stock and preferred stock. We do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market, if at all. We intend to apply for listing all of our PLS on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago, during this Offering as soon as we raise net proceeds of over $20,000,000 in this offering, or shortly after the conclusion of this Offering if we obtain a contract for a large number of Kiosks to be installed in medical office buildings or chain stores, or if none of these events occur, approximately fifteen (15) months after the Final Closing of this Offering, in conjunction with a Planned IPO/RPO to list all of our PLS and PLPS. Our PLS and PLPS are therefore not expected to be Listed on any National Exchange nor quoted over-the counter during this Offering. However, we cannot guarantee that we will be able to apply for or succeed in listing all of our PLS and PLPS on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago. Also, any such listing may not occur until months or years after the termination of this Offering, if at all. It will thus be difficult for an investor to sell his/her/its shares of our preferred or common stock. If we fail to list on a national securities exchange and develop a non-national exchange market for the PLS and PLPS, such quotation markets are not historically liquid. Also, major broker-dealers and market makers do not make markets or write research reports in support of low priced or penny stock, should our stock become low priced or designated as a penny stock. As a result, investors should view shares of our common stock and preferred stock as an illiquid investment. We cannot predict the extent to which an active market for shares of our common and preferred stock will develop at that time, or be sustained if at all, or how the development of such a market might affect the market price of shares of our common and preferred stock. Further, if we list our shares on a national securities exchange, or another trading market develops, no assurance can be given that the market price of shares of our common stock and preferred stock will not fluctuate or decline significantly in the future or that common shareholders and preferred shareholders will be able to sell their shares when desired on favorable terms, or at all. Until the Planned Listing or the Planned IPO/RPO, we do not plan to conduct a trading market for our stock. The timing of these factors may adversely impact the market for shares of our common stock and preferred stock and make it difficult for a Shareholder to sell his/her/its shares of our preferred or common stock.

There is no guarantee that we will be able to complete this Offering, the Planned Listing or the Planned IPO/RPO following this Offering as we plan.

The required organizational and offering costs of the Planned Listing or the Planned IPO/RPO are expected to be reserved from net proceeds of this Offering, although there is no guarantee that we will be able to do so. We plan to redeem the Series REG A shares of this Offering at Stated Value by the issuance of PLPS in the Planned IPO/RPO, which would then be traded publicly if we succeed in listing the PLPS on a national securities exchange.

The cost of the Planned Listing or the Planned IPO/RPO is expected to be approximately $1,000,000. There is no assurance that this Offering will be completed and provides us with sufficient funds to conduct and complete the Planned Listing or the Planned IPO/RPO. Therefore, the planned redemption of Series REG A shares may not be accomplished in whole, or at all, which may impede the timelines of any resale or redemption of the Series REG A shares, and also change our plans to fund the equity portion of the business plan.

The Board has resolved that the Company would redeem at Stated Value, in whole or in parts, at the earliest of the redemption events, until fully redeemed, subject to available funds for redemption. However, the timeline of redemption events and funds available for redemption are subject to an unforeseeable future and factors, so we may redeem in parts over time instead of in whole.

The Company is not required to redeem at Stated Value, or any other value based on an instrument. The final pricing of our securities shall be determined by our Co- Managers and us, based upon factors such as ease of marketing and ratio basis versus the Class REG A shares offered alongside the Series REG A shares, since the price is arbitrary for this redeemable Preferred.

This is a fixed price offering and the Offering Price may not accurately represent the current value of us or our assets at any particular time. Therefore, the Offering Price may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the Offering Price is fixed and will not vary based on the underlying value of our assets at any time. Our Board has determined the Offering Price in its sole discretion. The Offering Price has been based on an internal valuation analysis of our Company as a whole. The purchase price of the Offered Shares has been determined primarily in keeping with our plans to list the shares as described in this Offering Circular and bears no relationship to any established criteria of value such as book value or earnings per share, or any combination thereof. Further, the price of the shares is not based on our past earnings. There has been no prior public market for our shares; therefore, the Offering Price is not based on any market value. Although we believe the valuation to be fair as of the date it was determined, the fixed Offering Price established for our Offered Shares may not be supported by the current value of our Company or our assets at any particular time.

The Class REG A Offering Price has been set at $10 per share by our Board, and it bears no relationship to the Company’s assets, net worth, or any other objective or quantitatively derived criteria. Future valuation of Common Shares may be determined pursuant to future offering purchase prices, by book value as a result of an audit of our financial statements, or by an independent third-party qualified valuation firm(s).

The Series REG A Offering Price has been set as a discount to the actual monetary Stated Value of the Series REG A shares to include a flat return to each Series REG A Shareholder. This flat return does not change whether the Series REG A shares are redeemed at the time of the Planned IPO/RPO, if we are not already listed on a national securities exchange. If the Series REG A shares are not redeemed within three years of their issuance, the Board shall be obligated to declare dividends of at least 6% on the Stated Value of the Series REG A shares. We may never have the funds necessary to declare dividends of at least 6% on the Stated Value. However, we may declare stock dividends instead of cash dividends. The dividends on Series REG A shares will not be declared until the third-year anniversary of the date of original issuance. If there are any shares of unredeemed Series REG A shares after three years from this Offering, we will pay stock or cash dividends until we redeem them in full upon sale of the Company, its assets, liquidation, dissolution or winding up.

Existing common shareholders have higher conversion multiple ratios than the Prospective Shareholders in this Offering if and when the shares of common stock are listed on a national securities exchange.

The current shares of outstanding original common stock, or the Original Common Shares, have a fifteen to one conversion ratio into PLS if and when they are listed on a national securities exchange; shares of our Class A common stock, or the Class A Common Shares, have a ten to one conversion ratio into PLS; shares of our Class A+ common stock, or the Class A+ Common Shares, have an eight to one conversion ratio into PLS; shares of our Class AA common stock, or the Class AA Common Shares, have a six to one ratio into PLS; shares of our Class AA+ common stock, or the Class AA+ Common Shares, have a three to one ratio into PLS; while the Class REG A shares have a five to one conversion ratio into PLS. Convertibility is designed to result in an increase in the number and total value of the shares from which Prospective Shareholders can benefit. By comparison, the Prospective Shareholders in this Offering have a lower conversion rate than the existing common shareholders. Since many other new technology companies do not offer such a feature in their securities offered to the Prospective Shareholders, we believe this conversion ratio to the Class REG A share is an advantage to our Prospective Shareholders in this Offering.

The existing shares of preferred and common stock and the Series REG A and Class REG A shares Offered in this Offering all bear certain liquidation rights.

Shares of all our series of preferred stock receive all of their stated value plus accrued dividends, if any, upon redemption, which stated value is higher than paid in capital for every series, either in whole or in parts. Shares of our series of preferred stock issued earlier were proportionately higher in stated value than the paid in capital for shares of series of preferred stock issued later, as risks were greater earlier in our development and assets securing each series were less valuable in earlier series than later series, if any.

The existing Original Common Shares bear certain liquidation rights subsequent to shares of any other class of common stock. To the extent that the Class REG A shares issued in this Offering are not converted to shares of any other class of common stock, the paid in capital for the Class REG A shares would not be greater than the purchase price paid by each shareholder in this Offering. The liquidation value for Class A Common Shares, Class A+ Common Shares, Class AA Common Shares, Class AA+ Common Shares and Class REG A shares are all the same. Any other balance in the audited paid in capital value not paid to preferred shareholders and Class A Shareholders, Class A+ Shareholders, Class AA Shareholders, Class AA+) and REG A Shareholders will be due to the Original Common Shareholders.

The Series REG A shares issued in this Offering have rights relative to the Stated Value plus any accrued dividends, if any, and therefore any proceeds up to the Stated Value plus accrued dividends, if any, of any collateral assets underlying the Series REG A shares are available only to the Series REG A Shareholders, and not to the existing preferred shareholders, all existing common shareholders or Class REG A Shareholders. Any excess of paid in capital above could be available to Original Common Shareholders in a liquidation, but not to other classes or series of shareholders.

Dividend, if any, on the Company’s shares of preferred stock is cumulative.

Dividends on the shares of preferred stock are cumulative, so the Board will authorize payment of the amounts accrued from the date of any dividend that should have been paid, but for any reason was not paid to preferred shareholders, since the date the shares of preferred stock were entitled to a dividend. Dividends may be in the form of more shares of the preferred stock, an increase in their stated value, in other classes of shares, in interests in assets of the Company, or in cash. If the Board does not authorize and declare a dividend for any dividend period, preferred shareholders will not be entitled to receive a dividend payment for such period, and such undeclared dividend will accrue and become payable at a later dividend payment date. Subject to its sole discretion, the Board may determine that it would be in the Company’s best interest to pay less than the full amount of the stated value on our shares of preferred stock, at which time the undeclared portion of the dividend will accrue and become payable at a later dividend payment date. Factors that may be considered by the Board in deciding whether and how much dividend to declare include, without limitation, the Company’s financial condition and capital needs, the impact of current and pending legislations and regulations, economic conditions, tax considerations, and any other factors as our Board deems relevant.

If investors successfully seek rescission, we will face severe financial demands that we may not be able to meet.

Our Offered Shares have not been registered under the Securities Act of 1933, the Securities Act, and are being offered in reliance upon the exemption provided by Section 3(b) of the Securities Act and Regulation A promulgated thereunder. We represent that this Offering Circular does not contain any untrue statements of material fact or omit to state any material fact necessary to make the statements made, in light of all the circumstances under which they are made, not misleading. However, if this representation is inaccurate with respect to a material fact, if this Offering fails to qualify for exemption from registration under the federal securities laws pursuant to Regulation A, or if we fail to register the Offered Shares or find an exemption under the securities laws of each state in which we offer the Offered Shares, each investor may have the right to rescind his, her or its purchase of the Offered Shares and to receive back from our Company his, her or its purchase price with interest. Such investors, however, may be unable to collect on any judgment, and the cost of obtaining such judgment may outweigh the benefits, in either circumstance they may seek rescission. If investors successfully seek rescission, we will face severe financial demands we may not be able to meet, and it may adversely affect any non- rescinding investors. We believe this is a common risk in most public offerings of newly reporting companies with no history of public reporting or managing large numbers of public investors, and it could be a material issue if it arises, despite there are no facts or circumstances present at this time that would cause any claims of rescission.

We do not intend to pay dividends to our common shareholders in the foreseeable future.

While all classes of shares of our common stock are eligible for dividends, we do not plan to declare dividends until the completion of our Planned Listing or Planned IPO/RPO, as applicable, or any other source of capitalization of at least $30,000,000. We have the authority to retain all of our earnings for the future operation and expansion of our business. We do not intend to make any cash distributions to our common shareholders in the foreseeable future. Investors of shares of common stock should not expect to receive income on an ongoing basis, if at all, from an investment in the Class REG A shares.

Beginning on the third anniversary of the acquisition date of the Series REG A shares, the shares of preferred stock may be subject to cumulative accrual and may be provided as additional shares of preferred stock, shares of common stock, or cash at our Board’s discretion. The decision of what format the dividend of record shall take is subject to Board approval. While all classes of shares of common voting shares are eligible for dividends, we do not plan to declare dividends on our common voting shares until the completion of our Planned Listing or Planned IPO/RPO, as applicable, or any other source of at least $20,000,000 in total capital.

Our Series REG A shares are collateralized by certain assets and not subordinate to any indebtedness. Our obligations to pay annual dividends on the Series REG A shares is limited to the terms and conditions set forth in this Offering

Our Series REG A shares are equity interest collateralized by assets acquired with the proceeds of the sales of such Series REG A shares. The Series REG A Shareholders share the value of those assets that securitize the Series REG A shares, pro rata, although the value of such assets may not equal the purchase price of the Series REG A shares, or they may be greater than the Stated Value, which equals the amount the Company obligated to pay to the Series REG A Shareholders. Unlike some companies whose preferred shares rank junior to all indebtedness or other non-equity claims, the Series REG A Shareholders are not subject to the claims of other equity or debt. Additionally, Series REG A shares are different from regular indebtedness because their principal and interest of indebtedness need to be paid on specified due dates, whereas the Series REG A shares are not due on any specific date. In terms of Series REG A shares, dividends are payable only when declared by the Board. As an early stage company, our ability to declare and pay dividends is subject to our ability to earn net income and meet all of our financial obligations.

Exercises of the rights held by the existing shareholders could negatively impact the investors’ benefits in this Offering.

The rights and preferences of the Series REG A shares issued in this Offering cannot be modified by the existing shareholders without a majority vote of the Class REG A Shareholders, except to grant more rights or extend preferences. The Class REG A shares represent only a minority of voting rights compared to the Original Common Shareholders, Class A and Class A+ and Class AA Common Shareholders. The Class REG A Shareholders will hold approximately 20% of the voting rights of the Company if the Offering Amount is sold. The Original Common Shares have fifteen to one super-voting rights, Class A Common Shares have ten to one super-voting rights, Class A+ Common Shares have eight to one super-voting rights, Class AA Common Shares have six to one super-voting rights, Class AA+ Common Shares have three to one super-voting rights, while the Class REG A share has five to one super-voting rights. As the Original Common Shareholders maintained control before the Offering, after the Final Closing of this Offering, the exercise of the super-voting rights of the Original Common Shares will not result in any additional benefits to the Class REG A Shareholders with respect to voting rights, because approximately 90% of the proceeds from this Offering are not emanating from the sales of the Class REG A shares, but from the sales of the Series REG A shares.

We may seek additional capital that may result in shareholder dilution or others having rights senior to those of our common shareholders.

From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other things, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to the rights of shares of our common stock and our shareholders may experience dilution. However, the preemptive rights help to preclude the Series REG A Shareholders from being diluted for no or little value.

Our stock price may fluctuate due to many uncertain factors.

Our performance is affected by many factors including, but not limited to, our industry development trend, consumer preferences change, technology improvement, government regulatory actions, related laws and regulations and market conditions. As a result, the price of our common and preferred stock will be affected. Some of the factors that may result in fluctuations, or cause adverse effect to our stock price include:

We may not successfully complete our proposed Planned Listing or Planned IPO/RPO as we plan. If we conduct the Planned Listing or the Planned IPO/RPO, the offering price of our PLS in the Planned Listing or the Planned IPO/RPO will be determined by us and the underwriter, unless it is already trading on a national securities exchange, based on several factors including market conditions at the time of the offering, and it may not be in any way indicative of the price our shares will be traded at, if at all. After the completion of the Planned Listing or the Planned IPO/RPO, investors in this Offering may not be able to resell their shares at or above the initial offering price. Since there has been no developed market for our stock, their book value may decline, which would affect the pricing of those in future offerings. Additionally, the stock market and the ultimate market price, if any, for shares of our common or preferred Stock will likely be subject to fluctuation, regardless of our operating results, financial condition and prospects.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. While exemptions and reductions are universal in nature, we do not expect that any of these exemptions and reductions have any material immediate effect on our disclosures in this Offering Circular, or reports we expect to file with the Commission in the near future. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of shares of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. Since all of those events are positive events, if they ever occur for us, loosing EGC status would be a welcomed event, as attaining any of those levels would generally be regarded as cementing our position in the marketplace for our products and services. We cannot predict if investors will find our stock less attractive because we may rely on these exemptions, but if we achieved any of the events that would cause us to lose emerging growth status, management believes that any one of those events would be regarded by shareholders as prima facie evidence of positive growth by the Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Because of this election, our financial statements may not be comparable to companies that comply with public company effective dates; however, as stated above, we do not expect that such adoptions in our case would hold any material value to present or near-term future shareholders.

The pre-offering assets securing the Original Preferred Shares may be more valuable than the assets securing the Series REG A shares in this Offering.

All the intellectual and tangible property owned or developed by us with or from the proceeds of this Offering shall be deemed as collateral for the Series REG A shares, while all our pre-offering existing intellectual and tangible property serves as collateral for our Original Preferred Shares, Series A Preferred Shares, Series A+ and Series AA and AA++ Preferred Shares. In the event of a liquidation of our assets, after payment of the expenses of the respective liquidations, the Series REG A Shareholders shall be entitled to their respective portion of sales proceeds from the collateral secured under their stock’s rights and preferences, and receive distributions from the proceeds of the collateral secured under their stock’s rights and preferences, both of which may be lesser or greater than the amount of their purchase price. The Original Preferred Shareholders would then receive proceeds available from all other liquidations that were secured by their rights and preferences. The value of the tangible or intangible assets securing the Original Preferred Shares, at the time of any liquidation, may be more valuable than the value of the assets securing the Series REG A shares, therefore Prospective Shareholders of the Series REG A shares may receive less gross proceeds from the liquidations. If the proceeds of a liquidation were insufficient to pay full Stated Value to all Series REG A shares, then all Series REG A shares would receive their paid in capital first, to the extent that there are partial of full redemptions available, on a pro-rata basis.

Risks Related to Our Industry

Market Acceptance of our products and services cannot be guaranteed.

We cannot assure that our products and services will attain a degree of sustained market acceptance within the pharmaceutical and pharmacy industry, or that we will generate sufficient revenues for sustained profitable operations. We made certain assumptions about the market adoption of our products and services, which may be incorrect. If so, the adoption period may be elongated, which may negatively impact our prospective business activities. While there is precedence for end users and patients to utilize self-serve Kiosks for a variety of purposes, no assurance can be given that the Kiosk will be accepted by such end users and patients as an alternative to fulfill their prescriptions.

The pharmacy and medication management solution markets are characterized by evolving technologies and industry standards. Frequently new products and dynamic customer requirements may render existing products obsolete or less competitive. Our future success will depend in part upon our ability to enhance our existing products and services and to develop and introduce new products and services to meet changing customer requirements. If we are unable to do so and bring such enhancements to products and services to market in a timely manner, demand for our products could decrease.

We cannot guarantee that we will be successful in marketing any new products or services, that new products or services that we develop will compete effectively with similar products or services from our competitors, or that the level of market acceptance of such products or services will be sufficient to generate expected revenues and synergies with our other products or services.

The healthcare industry may face financial constraints and consolidation that could adversely affect the demand for our products and services.

The healthcare industry is facing, and will likely continue to face, significant financial constraints. US government legislations such as the American Recovery and Reinvestment Act in 2009, the Patient Protection and Affordable Care Act in 2010, the Budget Control Act of 2011, and other health reform legislations may cause customers to postpone purchases or leases of our products while they make changes to their operations to meet the requirements of these legislations. Our automation solutions often involve significant financial commitments from our customers, thus our ability to grow our business largely depends on the financial strength of our customers and their operating budgets. To the extent healthcare expenses increase more slowly than we anticipate or even decline, demand for our products and services could decline.

Many healthcare providers have consolidated to create larger healthcare delivery organizations to achieve greater market power. If this consolidation trend continues, it would increase the sizes of some of our target customers, which could increase the cost, efforts needed and difficulties in selling our products to them. If such customers are acquired by healthcare providers that prefer our competitors’ products to ours, our existing customers or potential new customers may begin utilizing our competitors’ products. Additionally, the consolidated organizations may have greater bargaining power, which may lead to price erosion to our products and services.

The competitive challenges we may face in the pharmacy and medication management solutions market include, but are not limited to, the following:

The pharmacy and medication management solutions market is highly competitive, so we may be unable to compete successfully against new entrants or existing companies with greater resources and/or existing business relationships with our current and potential customers.

The pharmacy and medication management solutions market is intensely competitive. We expect continued and increased competitions from current and future competitors, many of which have significantly greater financial, technical, marketing and other resources than we do. Existing competitors include large retail pharmacy chains such as Walgreens, Costco, Duane Reed, CVS, and others. There are also various providers of automated medication dispensing systems of lesser functionality than ours such as Medvantx, InstyMeds, Medbox, Duane Reed, and others who sell prepackaged medications only. While none of these companies offer on demand medication dispensing systems, some have deployed products that may be competitive at certain levels and in certain market sectors.

While there are some current competitors in the medication dispensing business, our management believes that our products and services are more customer and regulation focused. Management also believes, due to our familiarity with most major robotic manufacturers, currently there are no other companies offering an on-demand medication dispensing system. However, it is possible that new capitalized competitors with existing distribution channels could seize upon our business model and offer competing products or services. Moreover, these new competitors could capture significant market share in our intended market faster than we could.

Government regulation of the healthcare industry could reduce demand for our products and services, or substantially increase the cost to produce our products.

The manufacture and sale/lease of our products are not regulated by the FDA or the DEA. However, our current products, and any future products, may be regulated by these or other federal agencies due to future legislative and regulatory initiatives or reforms. Direct regulations of our business and products by the FDA, DEA or other federal agencies could substantially increase the cost to produce our products, increase the time required to bring those products to market, reduce the demand for our products and revenues. In addition, healthcare providers and facilities that use our equipment and dispense controlled substances are subject to regulations of the DEA. Their failure to comply with the DEA requirements, including the Controlled Substances Act and its implementing regulations, could reduce demand for our products and harm our competitive position, results of operations and financial condition. Pharmacies are regulated by individual state boards of pharmacy that issue rules for pharmacy licensure in their respective jurisdictions. State boards of pharmacy do not license or approve our medication and supply dispensing systems; however, pharmacies using our equipment are subject to state board approval. Failure of such pharmacies to meet different requirements from a significant number of state boards of pharmacy could also decrease their demand for our products and harm our competitive position, results of operations and financial condition. Similarly, hospitals must be accredited by The Joint Commission to be eligible for Medicaid and Medicare funds. The Joint Commission does not approve or accredit medication and supply dispensing systems; however, its disapproval of our customers’ medication and supply dispensing management methods, and our customers’ failure to meet The Joint Commission requirements could decrease demand for our products and harm our competitive position, results of operations and financial condition.

While we have implemented a Privacy and Use of Information Policy and adhered to established privacy principles, use of customer information guidelines and related federal and state statutes, we cannot assure you that we will be in compliance with all federal and state healthcare information privacy and security laws that we are directly or indirectly subject to, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, or HIPAA. Among other things, this legislation requires the Secretary of Health and Human Services, or the HHS, to adopt national standards governing the conducts of certain electronic health information transactions and protecting the privacy and security of personally identifiable health information maintained or transmitted by “covered entities,” which include pharmacies and other healthcare providers with which we may do business with.

In addition, we cannot predict the potential impact of future HIPAA standards and other federal and state privacy and security laws that may be enacted at any time on our customers or on our investors. These laws could restrict the ability of our customers to obtain, use or disseminate patient information, which could reduce the demand for our products and services or force us to redesign our products and services to meet regulatory requirements.

Our results of operations will fluctuate from quarter to quarter, which makes them difficult to predict.

Our quarterly financial results have fluctuated in the past and will fluctuate in the future. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

As a result of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year.

Risks Related to Conflicts of Interest and Interested Transactions

Members of our Board and our executive officers may have other business interests and obligations to other entities.

Neither our directors nor our executive officers will be required to manage our Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to our Company, provided that such activities do not compete with the business of our Company or otherwise breach their agreements with our Company. We are dependent on our directors and executive officers to successfully operate our Company, and in particular Mr. Santu Rohatgi. Their other business interests and activities could divert time and attention from operating our business.

We have not adopted any conflicts of interest policies other than the terms and conditions set forth in the employment agreements of the management, if any.

We do not have a policy that expressly restricts any of our directors, officers, shareholders or affiliates, including our manager and its officers and employees, from having a pecuniary interest in an investment in or from conducting, for their own account, business activities of the type we conduct. We have not adopted any specific conflicts of interest policies other than the terms and conditions in the employment agreements of the management.

We expect continual related party transactions.

We expect continual related party transactions, or the Related Party Transactions, in which the amount involved in the transactions is material to our Company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. Most of the related party transactions will be conducted through or by our former CEO, our only 20% shareholder, or the Control Shareholder, or other officers and directors, for the purpose of our business plans and goals. To the extent our affiliates or subsidiaries are also our related parties, contracts with our future subsidiaries or affiliates, or joint ventures may be deemed to be Related Party Transactions. In these Related Party Transactions, our management agreements for compensation from these related parties to us represents captive revenue for us, which is also to the benefit of shareholders.

Any contracts or engagements with any of our future subsidiaries or affiliates, or joint ventures shall be conducted and entered at arm’s length terms and conditions, similar to terms and conditions for similar services or activities by non-related parties, or at market value if available in the open marketplace, so that no Related Party we conduct business with is enriched to the detriment of our Company and any of our shareholders. Any agreements shall be at cost, with no markup by any of our affiliates from the terms and conditions rendered in any original contract or engagement.

DILUTION

Smart Rx Systems is offering up to $50,000,000 of the Company’s equity, of which $45,000,000 will be our Series REG A shares, and $5,000,000 will be our Class REG A shares. The Series REG A shares have an offering price of $10.00 per share, a Stated Value of $12.50 per share, and a Redemption Value of $12.50 per share. The Class REG A Offering Price is $10.00 per share.

In 2016, the Company issued an award of 8,000 shares of Class A Common Shares out of 30,000 reserved for future issuance by the Board in exchange for $82,000 of agreed services provided by the contractors under the Key Employee and Contractor Stock Purchase Plan dated 2015, or the KEY. The number of shares of stock and additional paid in capital for services may rise if either the proceeds of the Offering is insufficient to pay the cash portion of the compensation to the applicable contractors, or if they provide additional services after the date of this award. We expect five key contractors to split these 8,000 shares. According to the KEY, 10% of these shares may be converted into redeemable shares for redemption from either future offering proceeds or any other subsequent capital insertion event, subject to an election of the shareholder and the availability of funds as pro-rate redemptions overall.

In 2017, the Company issued an additional 500 shares of Class A Common Shares out of the remaining 22,000 shares reserved for future issuance under the KEY to ASG. In 2018, the Company granted, but did not issue, an additional 9,000 shares of Class A Common Shares out of the remaining 21,500 shares reserved for future issuance under the KEY to ASG to pass through to the applicable contractors at an appropriate time in the future. We will record the applicable capital insertions and conversions from payables due to contractors at the time of future issuance.

In 2018, the Company granted 27,399 shares of Special Series $1 Preferred to Mr. Sandeep Mathow and Mr. Swatantra “Santu” Rohatgi in exchange for a long-term deferral of cash salaries of $27,399. No Special Series $1 Preferred were issued during the fiscal year ended December 31, 2019. The potential issuance of the shares is contingent upon events which have not occurred and may never occur.

In the third and fourth quarters of 2018, in conjunction with issuance of 11,000 shares of our Series AA Preferred with a stated value of $12.60 per share, for the consideration of $110,000, we issued to our Founding Shareholders who are neither officers nor directors of the Company, an aggregate of 3,900 shares of our Class AA Common. In the 2nd quarter of 2019, we issued 900 shares of Class AA Common to our Founding Shareholders whom are neither officers nor directors. Concurrently, we issued an additional 2,500 shares of Series AA Preferred with a stated value of $12.60 per share for the consideration of an aggregate of $25,000 in cash to the aforementioned Founding Shareholders. The Class AA Common has the same features and conditions of convertibility and preemptive rights as all of our other classes of super-voting common stock, except that it has six to one super-voting rights and is therefore convertible upon the first applicable conversion events to six shares of Planned Listing Shares per share of Class AA. These shares were only issued in conjunction with the purchase of the Series AA Preferred, at a rate of 350 shares of Class AA Common, purchased at $0.0001 par value per share, for 1,000 shares of Series AA Preferred purchased by each shareholder, which is consistent in form and nature with our other issuances of classes of common stock in the past, and the common stock was rounded off prior to conversion to avoid odd-lots.

In the third and fourth quarters of 2018, we issued 30,000 shares of Preferred Series 2018 Special 8% Non-Voting, with an 8% dividend rate and no premium on the stated value, for the consideration of an aggregate of $300,000 in cash. The purchase price of $10 per share was determined by our board of directors. The stated value and redemption value are both $10 per share. None of these shares were issued to directors or officers.

In the fourth quarter of 2019, we issued a total of 25,000 shares of our Class A Super Voting Convertible Common stock, which were intended for key employees, contractors, and directors under the Key Plan, for the consideration of an aggregate of $2.50 in cash. Such stock has a par value and purchase price of $0.0001 per share, pursuant to awards granted to new directors and officers and key employees under the Key Plan. The purchase price of $0.0001 per share was determined by our board of directors at the time of the origination of the Key Plan. Such shares of stock have ten to one super-voting rights and ten to one conversion rights.

In the fourth quarter of 2019, we issued 25,000 shares of Original Common to our new President and Chairman of the board of directors, Mr. Swatantra “Santu” Rohatgi, for his promotion to these positions and for recognition of his value to the Company in his increased responsibilities. Pursuant to board of directors’ decision and our Key Plan, such shares were issued to him for the consideration of an aggregate of $2.50 in cash. Par value of the shares is $0.0001 per share, as well as credit of additional paid-in capital value subject to audit and therefore indeterminate at the time of issuance. The credit shall be added by journal entry after the audit is complete during the second quarter of 2021.

In the fourth quarter of 2019, the Company granted, but did not issue, 131,100 and 135,100 shares, respectively, of Special Series $2 Preferred to Mr. Sandeep Mathow and Mr. Swatantra “Santu” Rohatgi in exchange for a long-term deferral of that dollar amount of a cash portion of their salaries. No Special Series $2 Preferred have ever been issued to date. The potential issuance of the shares is contingent upon events which have not occurred and may never occur.

During 2020, the Company granted, but did not issue, 805,000 shares of Special Series $2 Preferred to Santu Rohatgi in exchange for a long-term deferral of that dollar amount of a cash portion of their salaries. No Special Series $2 Preferred have ever been issued to date. The potential issuance of the shares is contingent upon events which have not occurred and may never occur.

During 2020, we issued 32,500 shares of Series AA++ Non-Voting Preferred Shares, alongside of 11,500 Class AA+ Super-Voting Convertible Preemptive Rights, with the same features and terms as described above, for the same Series and Class of Shares, for $275,000 of cash, to Founding Shareholders. We also issued 1,250 Class A Key Plan Common shares to an employee in recognition of special achievement in 2020.

During 2021, we secured short term debt at simple interest rates from 18% to 25% and issued 33,700 Class A+ common Super Voting Convertible shares, 20,700 of Class A common super voting convertible shares to the Board of Directors, and 10,300 of class AA+ common super voting convertible shares.

We received bridge loans from Founding Shareholders during 2020 due to Pandemic caused delays of initiating this Offering, of $160,000 in total, all of which are short term in nature in anticipation of this Offering. They range in maturity from 0-12 months from the date of issue to maturity from proceeds of this Offering, since the expected proceeds of this Offering, had the Offering been active during 2020 or earlier this year, would have already been available to us. Our uses of proceeds of these loans are for the same purposes as detailed in our Use of Proceeds of this Offering, described in the Section of same name in this Offering Circular, except that some loan proceeds are being used to overcome business conditions brought about by Pandemic related circumstances related to our personnel and facilities. Interest rates range on these loans, all secured by Promissory Notes, from 18% to 25% , which at the high end of the range are less than the premium on the current premium of the Series AA++ Non-Voting Preferred, and like the Preferred, we issue 300 shares of our Series AA+ Super-Voting Convertible Preemptive Rights Common for Par Value of $0.0001/share for each $10,000 lent or purchased in Preferred Shares at $10/Share. Like the Series REG A Preferred Shares, the Series AA++ Non-Voting Preferred are redeemable at the time of the Planned underwritten IPO/RPO.

Santu Rohatgi and Sandeep Mathow lent the Company approximately $2,861,193 in Bridge Loans cumulatively through December 31, 2020, and approximately $4,368,330 in Bridge Loans cumulatively through June 2023, inclusive of unpaid wages. The terms varied from 0 months in maturity to loans that are payable when certain levels of cash flow or EBITDA are attained, with interest rate ranges on these loans, all secured by Promissory Notes, from 8% to 12%.

Our Directors received 9,500 Class A Key Shares in 2020 and 20,700 through March 2022 which will get paid as funds from the offering are available, for their attendance at meetings or conference or video calls.

We needed the proceeds of the 2020 and 2021 stock purchases and loans due to the Pandemic’s delay of the Offering, since without the funding from the proceeds of this Offering, we could not expand to open a sufficient number of pharmacy Kiosks or Compounding pharmacies, as about eleven or twelve are required to be profitable and generate a positive cash flow, depending upon the number of referring physicians and other factors described elsewhere in this Offering Circular. In addition, despite our gains in sales over 2020 during the Pandemic, we lost approximately $1.2mm in sales in 2020, and over $3 million in sales in 2021 due to delays in obtaining funds from this Offering, creating inventory shortages as a result of a lack of funding while insurance payments were in process, and while this Offering’s fairness and Broker Dealer compensation levels were in review by FINRA from approximately February of 2021 through November 9, 2021.

Prospective Shareholders in the Offering may experience nominal dilution as a result of additional grants made under the KEY, as the number of shares granted would be de minimis versus our total outstanding shares after this Offering. See “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS – Equity Incentive Plan.”

Prospective Shareholders who purchase our Offered Shares will suffer dilution from their purchase price. The following description calculates the amount of this dilution per share of Offered Shares as follows:

Book Value and Proforma Book Value

Management believes that the capitalization by which they have financially structured the shareholders’ common voting equity, inclusive of conversion of their common shares at the different multiples per share, provides for less dilution to existing and new shareholders of this Offering compared to any other $50 to $75 million offering currently filed from any small issuer like SmartRx this year, and as such, believe that this capitalization structure is more equitable for existing and new shareholders.

We had 863,400 shares of super-voting preemptive rights convertible common stock outstanding as of the December 31, 2021 Audit Report, and the Board and management determined the pre-offering audited book value of our company, or the book value, to be $673,786, or $0.78 per common share. There are no options or warrants convertible within the next 12 months that are not contingent on the occurrence of events which may not ever occur, so the diluted Book Value per share is the same as above.

Based upon the 2020 Audit Report, we had 798,800 shares of super-voting preemptive rights convertible common stock outstanding on December 31, 2020, and the Board and management determined the pre-offering audited 2020 Book Value of our Company, or the Book Value, to be $2,293,538, or $2.87 per common share.

If the Offering Amount is sold, the pro-forma outstanding post-Offering capitalization would be approximately 1,363,400 cumulative proforma super-voting common shares and 7,230,950 cumulative pro-forma shares of non-Voting redeemable preferred stock outstanding at the end of this Offering. The post-offering proforma Book Value, excluding non-voting Preferred stock proceeds of the offering, would be $5,274,286, or $3.87 per share. The post-offering proforma Book Value, including non-voting Preferred stock proceeds would be $46,678,786, or $34.24 per share.

Dilution to Common Stock shareholders in this Offering excluding non-voting Preferred share proceeds which can never be converted to voting shares of any type, would be $6.13 per share. However, these shares are convertible at the events planned as described for convertibility in the Common Stock sections of this Offering circular in the section entitled “SECURITIES BEING OFFERED.” In the case of the Class REG A Common shares with a five to one conversion rate, the Proforma full dilution will mean that Post Conversion Class REG A Shareholders have 500 Converted Common Shares for each 100 Class REG A Common shares, the effect of which diminishes all dilution if the price of the 500 shares cumulatively are greater than the 100 shares purchased; or, their current purchase price equals a Post Conversion Proforma price of $2.00 per share, instead of $10 paid for the Pre-Conversion shares. A Proforma Post-Conversion price per share Listed on a National Exchange in excess of $2/share, or if the Company is sold for over $2/common share, eliminates any dilution on a fully diluted basis.

Common Stock shareholders in this Offering including non-voting Preferred share proceeds, would be enriched by $24.24 per Proforma share as a result of the majority of proceeds being sourced from non-voting Preferred shares. As a result, common shareholders benefit from the availability of the Preferred proceeds to grow the company and potentially increase the value of the Company, and potentially therefore their shares’ value, while bearing less risk in the lower amount invested in the Common Stock than the greater amount invested in Preferred Stock. All Preferred stock has security interests in assets of the Company purchased or developed from the proceeds of these Preferred shares. Management believes that this is a significant benefit to Common and Preferred Shareholders alike.

All the Preferred shares offered in this Offering are scheduled to be redeemed, as discussed in more detail in the Preferred Stock section of this Offering Circular, either in the planned underwritten public offering about a year after this Offering’s end, or upon the sale of the Company, whichever occurs first.

There are no options or warrants issued that convert or are exercisable within a year of the expected end of this Offering, which is a year after the Offering begins, or sooner if the Offering Amount is sold, or if we terminate the Offering sooner than selling the Offering Amount, except for 25,000 shares, convertible one for one into the common shares to be traded on the National Exchange if and when the stock is Listed as Planned. These are options issued five years ago to the Company’s Non-Related Board Advisors, that are eligible for exercise during or after this Offering. All other options either were designated or granted, but not issued, and do not become issuable until certain longer-term events take place, which are not expected within the next 18 to 24 months, and when issued carry other severe restrictions related to Company milestone events occurring prior to their being exercised. See “SECURITIES BEING OFFERED” for further detail.

After the Offering, if all $5,000,000 Class Reg A shares are sold, then Class Reg A Shareholders shall hold approximately 41% of the proforma outstanding voting common shares, while having contributed about 35% of the paid in capital.

From an accounting methodology perspective, Book Value excludes both the value of paid in capital attributed to preferred shares, as well as the number of preferred shares, in the calculation, and considers only the value of common stock paid-in-capital and the number of common shares issued and outstanding as of the record date of the calculation of Book Value. At the time of this Offering, the liquidation value of the Non-Voting Preferred shares vs. their collective collateral value status are dependent on the assets purchased, transferred or created with each Series’ proceeds or paid in capital, or a combination thereof, so the selling price of the Company in a shareholder approved sale or merger, a Listing on a national Exchange in conjunction with a future offering that produces proceeds to the Company, or liquidation value, determines the amount of collateral proceeds available for all the Series’ of Preferred’s.

The current Non-Voting Preferred Series of Shares, while collateralized as described in further detail in the section entitled “SECURITIES BEING OFFERED” are not part of any dilution calculation, because they are never exchangeable nor convertible into common shares, whether the common shares are voting or non-voting, and therefore our Preferred shares are not part of the permanent equity of the Company. All of our Series’ of Preferred’s are only redeemable when either: (1) this Offering initiates redemptions of all of our Founders’ Preferred, or parts scheduled to be redeemed if this Offering does not receive enough proceeds to redeem all of the Founders’ Preferred and any amounts of scheduled Original Preferred; or (2) is redeemed in the sale of the Company or essentially all of its assets; or is redeemed upon the liquidation or winding-up of the Company; or, (4) is merged with another company in a transaction which produces no cash for any Series of Preferred shares, but which event produces an exchange of the various Series’ into the common or preferred stock of the merged entity; or, (5) in the event that none of the events in (1) to (4) occur by the time the Company produces positive cash flow from its businesses, the Company must commence redemptions of its Series’ of Preferred Shares from cash flow, or redeem its Series’ of Preferred’s in the Planned IPO/RPO, or other financing event. While the exchange of shares, if ever, in another company could produce either voting or non-voting status of shares in that exchanged company’s shares, all the SRXS’s Preferred Series may not be exchanged for any other type of voting stock of the Company, only other Non-Voting Preferred shares. See the description of Preferred Shares contained in the section entitled “SECURITIES BEING OFFERED – PREFERRED STOCK.”

None of our outstanding or authorized Preferred Shares of any Series are ever convertible into voting common shares; the remaining Preferred not otherwise scheduled for redemption hereby are not eligible for redemption at the end of, or before, or during this Offering, nor currently, nor are any warrants eligible for exercise, within a year of the end of this Offering, While the following is not a traditional treatment of Book Value or Proforma Book Value, if the proceeds of the Amount of this Offering of the Series REG A Non-Voting redeemable preferred shares and the Class REG A Super-Voting common shares were included in the calculation per the combination of all voting common and non-voting preferred shares, the Proforma outstanding Post-Offering capitalization would be approximately 1,363,400 cumulative Proforma super-voting common shares, and after redemption Proforma of shares are convertible at the events planned as described for convertibility in the Common Stock sections of this Offering circular in the section entitled “SECURITIES BEING OFFERED.” In the case of the Class REG A Common shares with a five to one conversion rate, the Proforma full dilution will mean that Post Conversion Class REG A Shareholders have 500 Converted Common Shares for each 100 Class REG A Common shares, the effect of which diminishes all dilution if the price of the 500 shares cumulatively are greater than the 100 shares purchased; or, their current purchase price equals a Post Conversion Pro forma price of $2.00 per share, instead of $10 paid for the Pre-Conversion shares. A Proforma Post-Conversion price per share Listed on a National Exchange in excess of $2/share, or if the Company is sold for over $2/common share, eliminates any dilution on a fully diluted basis.

Redemptions planned of $14,486,400 composed of both: (1) the Stated Value of all of our Series A Preferred AND our Series A+ Preferred, equal to approximately 484,150 outstanding various Founder’s Series of Non-Voting Preferred Shares held by our Founding Shareholders, and 429,500 of our Original Non-Voting Preferred Shares, which redemptions reduce the number of Preferred Shares outstanding cumulatively by 913,650 Pre-Offering Non-Voting Preferred Shares; and, (2) the net amount of the bridge loans scheduled by contract.

A total of approximately 1,817,300 Series AA, Series AA+, Original, and AA++ Preferred shares of all outstanding Series remain outstanding pursuant to the audited 2021 Stock Equity table. When we add the 4,500,000 Proforma REG A Preferred to that total for a cumulative Post-Offering Proforma Non-Voting redeemable preferred stock outstanding at the end of this Offering total of 6,317,300 Preferred’s of all Series, for a combined issued and outstanding total of 7,680,700 Post-Offering Proforma cumulative shares of super-voting common and non-voting preferred stock. Therefore, if the Offering Amount is sold, the $46,005,000 total Post-Offering Proforma available funds minus the $ 14,486,400 redemptions, results in a Proforma Offering proceeds available of $31,518,600, and when combined with the 2021 audited Book Value of $673,786, results in a Non-Traditional Combined Proforma Book Value of both common and preferred equity of $32,192,386.

With the Combined number of Proforma Post-Offering Preferred and Common Shares at 7,680,700, the Combined number of Proforma Post- Offering Preferred and Common Shares Proforma Book Value per combined share is $4.19. This represents a Non-Traditional Proforma Post-Offering Preferred and Common Shares Proforma Book Value per combined share $5.81 dilution to the Non-Traditional Pro forma combined share price; however, since all the preferred is either eventually redeemed, or partially redeemed, and never dilutes the common shares whether the Company is liquidated under negative conditions, or sold in an arm’s length transaction, or if the shares are Listed without a concurrent offering, or merges, or conducts a successful Planned IPO/RPO, eventually the common stock traditional calculation is all that remains, and the dilution per common share would be the determinant. The non-traditional combined pro forma presentation above is for comparative reasons only. Also, the actual dilution and full dilution figures above in this section are not materially different when considering the value of the common stock in a traditional accounting presentation.

This amount does not represent the actual net equity value post-offering proforma basis.

USE OF PROCEEDS TO ISSUER

We estimate that the net proceeds from this offering will be approximately $23,002,500 if we raise 50% of the Offering Amount, and $46,005,000 if we raise the Offering Amount, after deducting Selling Commissions, Co-Manager's fees, O&O Non-Broker Dealer Compensation Expenses payable by us.

Set forth below is a table showing the estimated Company Paid Expenses and Selling Commissions and Fees and Expenses Payable to Co-Managers and the Selling Group, or Expenses payable to RIA’s, from gross proceeds, to result in our net proceeds available for use in our business. The actual Expenses may be different from that which is disclosed below, and we reserve the ability to alter the Expenses, in our sole discretion, if market conditions dictate as such, which would change the available proceeds to us.

(1)                       Estimated Company paid Expenses included in Broker Dealer Compensation for Broker Dealer food, travel, and advertising allowances, as well as Due Diligence counsel and reports. Items not includable in Broker Dealer compensation for FINRA considerations include legal; accounting; printing; Company paid advertising; travel by Company executives; documentation archiving; word processing; marketing; transfer and disbursement agent; payment and escrow agents; blue sky compliance and state filings; FINRA filing. At the time of this filing, the Commission does not require filing fees to file a Form 1-A.

(2)                       Our Co-Managers could receive Selling Commissions of up to 5.50% of the gross offering proceeds, which it may re-allow and pay to selected dealers, an Underwriter and Co-Manager's fee of up to 2.20%, which it may re-allow and pay, in part, to participating broker dealers, and company Offering expenses for BD food, travel, and advertising allowance of up to 0.11% of the gross offering proceeds, which it may re-allow and pay to participating broker dealers. We will reimburse accountable expenses up to 0.18% of the gross proceeds from this Offering to our Co-Managers for fees or expenses paid to Selling Group members & RIAs.

With a portion of the proceeds from this Offering, we plan to redeem Short Term Debt, some, if not all, of our Series A Preferred Shares, some of our Series A+ Preferred Shares and some of our Original Preferred Shares. The following table summarizes our Short Term Debt:

(1)       Loan from Roman Rohagti entitles him to 9,000 shares of Common Stock.

SHORT TERM LOANS FROM EXISTING SHAREHOLDERS AND NEW SHAREHOLDERS

(1)       Loan from Ryan Rohatgi entitles him to 1,000 shares of Common Stock.

(2)       Loan from David Van Valkenburg entitles him to a total of 71,000 shares of Common Stock.

Mr. Mathow and Mr. Rohatgi did not receive any Bonus Common Stock in exchange for their loans made to the Company.

At the time of our Planned IPO/RPO, we plan to redeem the Series REG A shares for a Redemption Value of $12.50 per share and the remaining Series A Preferred Shares, Series A+ Preferred Shares and some Original Preferred Shares, if at all. If we sell or liquidate our Company before we redeem any or all of shares of our preferred stock, we will redeem the remaining shares of preferred stock from the proceeds of the sale or liquidation prior to any distribution to shares of common stock.

In the event that we do not raise the total Offering Amount of $50 million, as described in the table below, we may proportionately scale back our planned operations expenditures as well as the redemptions of the scheduled shares of preferred stock, thus spending less, redeeming less, and growing slower until we can successfully implement alternative methods of capital financing, including inventory and acquisition credit lines.

Since each new Kiosk we install requires some on-site renovations or improvements to its location within a building, we have included AVERAGE COSTS PER KIOSK in the UOP above.

We intend to obtain a commercial medications and pharmaceuticals inventory line of credit applicable to the number of Kiosks we install as projected in the table above, and therefore have included an inventory equity reserve amount to comply with expected covenants in the terms of the credit arrangements. The figures above budget a 100% of cost in cash to carry inventory assuming 2.5 to three turns per month average inventory per Kiosk, so that the reserve percentage after the line of credit seasons over the first year of its duration will far exceed the lending requirements for medications inventory lines of credit.

At the approximate $30 million to $50 million levels of gross Offering proceeds, we intend to hire a new CEO; a CFO replacement for our CFO, Frank Waters, who passed away September 21st, 2020; a new Chief Operations Officer (COO); a new Chief Marketing Officer (CMO); a new Director of Human Resources, retain our President, and the proceeds budgeted above includes approximately 18 months of that payroll. At the levels of $25 million and below, we intend to retain our President, replace our CFO, and hire a new COO and CMO, and the proceeds budgeted above includes approximately twelve months of that payroll.

As we grow geographically into additional states, our back office operations, including administrative, legal, and licensing operations costs increase, our WEB support and Kiosk Support software and integration systems will be housed in an India based subsidiary to service the needs of our Retail and Compounding Pharmacies, On-Site Kiosks, future Remote Kiosks, Mail Order Operations, and MedSpas®.

The Company has already implemented the Cost-Plus business model to help our patients. As we raise capital, we plan to add the Easy Commerce Retail Store for OTC and diabetic products. We also intend to add flu, COVID and other vaccinations and Tele Med with the Vital Signs equipment. We plan to train and get our certified pharmacists licensed to treat minor ailments. This will increase our revenues. We are already working on adding Pet Medications and Blood Draw services for areas where the Blood draw stations do not exist. We will not enter the field of Blood diagnostics. We also want to add as many products as possible for the aging population.

As each of our current and contract Kiosks and Smart Rx MedSpas® increase sales, our cash flow from operations strengthens. To augment our current cash flow and depending on the gross proceeds from the Offering, our planned growth strategies will include some or all of the following: Acquire national mail order licenses and operate in most, if not all states; acquire or newly license a lesser number of regular Kiosk installed pharmacies and non- Kiosk formulating pharmacies in multiple states; secure multiple Kiosk contracts, by either contracting with the new contract entities the initial ownership of inventory, or arranging inventory finance lines of credit in different states, to stock the initial inventory; continue penetration of single Kiosk contracts in the offices or buildings of multi-physician practices; expand into medical office buildings and other types of medical facilities; expand into chain stores; expand the number of distributors in more states to market our services; build out and finish development of our Smart Rx MedSpas® service and product lines, subject to further capital available since each one is a separate potential profit center and provide for ad hoc developments and acquisitions.

If we were to raise $10 million in gross proceeds from this Offering, we could implement a more moderate expansion of our planned growth strategies and experience growth and positive earnings before interest, taxes and amortization, or the EBITDA, and earnings within twelve (12) months. If we were to receive less than $10 million in gross proceeds from this Offering, we would be able to enhance our current operations and pursue a more modest expansion of our planned operations.

If we were to raise $5 million in gross proceeds from this Offering, we would be able to install approximately fourteen to twenty-one micro pharmacies Kiosks in association with our existing pharmacies but would not be able to acquire very many new pharmacies by acquisition.

DESCRIPTION OF OUR BUSINESS

General

Smart Rx Systems, Inc. is a Florida C corporation incorporated in 2013 by our initial founder, Mr. Sandeep Mathow. It is a technology and management company with custom and proprietary technologies which provides pharmacy related services at the Point of Care (POC) via the Kiosk, a registered trademarked automated medication management system that dispenses medication-on-demand. Our Kiosks dispense medication on demand at the POC utilizing a proven robotic prescription dispensing system platform interconnected with our proprietary software and hardware modifications, to overcome the risks, costs and time of development and manufacturing of an entirely new technology device. The functions our Kiosk and its software provide include prescription verification, insurance verification and Medicare processing, removing pills from our Kiosk's storage bins, counting pills, identifying and verifying that each pill is the right pill to place inside each vial of that prescription being filled, reimbursement, labeling the vial, printing medication instructions, capping the vials and dispensing the vial into a ready to pick-up bin.

Our technology was designed and developed to provide access to a live pharmacist for counseling and medication therapy management on site, or via interactive audio-video conferencing technology in the Kiosk, as well as mail order prescriptions as a follow-on service to customers in Florida and Texas.

Our Kiosks have performed, in real time under normal operating conditions for pharmacies filling prescriptions for patients, for over four (4) years, inclusive of all functions of filling, dispensing and recording prescription insurance coverage for patients, taking payment for prescriptions, in every day utilization, in eight (8) different commercial test and contract locations, in less time (30 to 90 seconds on average, depending upon the quantity and size of the pills) and less cost (without human interaction until a pharmacist or pharmacist technician rechecks the vial contents filled by the Kiosk, and the label printed by the Kiosk), while achieving a degree of accuracy that is unachievable by similar human endeavors. This is largely due to the consistency of the software and the strength, repetitive precision and agility of the robotic arm, that in a comparison over a long period of time with the same functions performed by humans, are simply better performed by robotic repetition, avoiding the natural prevalence of human errors, and freeing up time for Pharmacists and pharmacy technicians to perform tasks for which human interaction is required, such as interacting with patients and answering their questions in real time, providing them with professional advice and the benefit of their experience.

Management believes that using robotics to improve and consistently maintain patients’ experiences at, or remotely, with a pharmacy and its staff, is the first way of building patient loyalty to its brand. The efficiencies of Robotic accuracy in dispensing and time to process, is very effective in increasing patients' comfort, loyalty and satisfaction with our services. In Physicians' offices, by the time the patient returns from the physician examination office to the lobby, the patient’s prescription is ready to be picked up. The process of electronically sending the prescription directly to the Kiosk is extremely efficient, and impressive to patients. In addition, patients who use our Kiosks like the fact that they do not have to travel to another location for a pharmacy to fill their prescription(s). If that drug is not in the inventory, the drug can be substituted by the physician right at the point-of-care.

The typical chain or independent retail pharmacies’ most simple and required standard functions, are: (1) finding prescriptions in the system, or in scores of small bins on horizontal shelving to ascertain if that patient’s prescription has already been filled (and hoping that it hasn’t been placed in the wrong bin, which could mislead the technician or pharmacist to repeat the filling of the prescription), or taking a paper prescription from a patient and waiting while the technician performs most of the remaining functions immediately following this statement; (2) checking the inventory screen of their internal system to ascertain if there is sufficient inventory to fill the prescription; (3) cross checking the insurance coverages, or Medicare if applicable; (4) performing the comparison, if applicable, of other drugs that the patient is taking to determine compatibility with the current prescription; (5) and then informing the patient when the prescription can be filled and picked up (very often the patient must return a second time to have the prescription dispensed.

When errors are made at retail pharmacies, those errors create consequences in which the pharmacy is typically out of compliance with U.S. FDA and other federal and state regulations.

Our SmartAssist Kiosks™ are in full compliance with U.S. FDA and other federal and state regulations. Over the past years of our tests and commercial operations, all our revenues from operations have been earned, accrued and collected in Florida and Texas. All the assets we currently own are resident in Florida and Texas. We installed Kiosks in Texas and Florida during 2017-2018. We moved some Kiosks to our new locations in Clermont, Florida, Winter Haven, Florida, and Lakeland, Florida in 2019, but we have not installed any new Kiosks in these or other new locations in 2019, 2020, or 2021, while we awaited proceeds of this Offering to expand our Kiosk operations.

As of the date of this Offering Circular, we have five locations that are operational and can operate once proceeds of this Offering or institutional capital is available. Of these five, three locations are in Florida and two are in Texas. Economically, it is currently advantageous to concentrate in Florida. Our Company operated four fully licensed Pharmacy locations with a Kiosk in Florida, during and after their test or commercialization periods, and are awaiting either the proceeds of this Offering, or potential institutional financing undertaken in process at the time of this filing. We also plan to move the two Texas commercially tested and operated Kiosks, from Texas to new fully licensed Pharmacy or satellite “Micro-Pharmacy” locations in Florida, and either sell the two Texas licenses, or move them to different locations in Texas.

We tested the newly legislated Micro Pharmacy concept in 2021. The Micro Pharmacy concept is permitted to date in Florida and six (6) other states, where using an “Enterprise Pharmacy” software would allow seven (7) Micro Pharmacy locations to operate under the supervision of a Parent Pharmacy. Each Micro Pharmacy, also referred to as “satellites”, would be remotely managed by the Pharmacist at the Fully Licensed “Parent” Pharmacy using audio-video technologies, but fully staffed with registered Pharmacy technicians at all hours of operation and interaction with patients. We have pioneered all the proprietary and interfacing Enterprise software for our specific needs and are ready to expand as soon as the capital from this Offering or the potential institutional placement occurs.

We can install our Kiosks in new Micro Pharmacies, staffed by rotating and backed-up pharmacy technicians within days, once a location is ready for our Kiosk hook-ups to electricity, internet and phone lines, to operate effectively under the Parent Pharmacy’s DEA and state licenses, with only location licenses required for each separate satellite location. This will reduce costs on average, per pharmacy location, vs. separately licensing or acquiring each licensed pharmacy, by $300,000 to $500,000 per pharmacy, depending on location and size of physicians’ practices or medical office building (MOB) internal location differences, and inclusive of: (1) license acquisition or pharmacy acquisition purchase costs, which is the largest cost savings for each satellite, as each previously cost at least $150,000 to license by application to up to $400,000 to purchase an operating small or recently closed pharmacy; (2) one-seventh of the costs of wages; (3) reduced Micro-Pharmacy inventories levels; (4) software savings and hardware reduction; and (5) other daily operating efficiencies. We can open these Micro Pharmacies in as little as one hundred square feet of space by law, but we expect that most if not all will be larger by 50% to 100% of the legal minimum, as each physician’s or building owner’s or small retail store’s owner’s layout and pedestrian patterns, will have preferences and design mandates which, based upon our experience to date in placing fully Licensed Pharmacies in similar locations, tends to indicate that the size of the space in which the patient interacts with the Pharmacist and/or pharmacy technician should feel comfortable for the patient, not cramped.

The Micro Pharmacy legislation in Florida has provided SRXS with advantages that didn’t exist prior to this new law, which is especially timely and economically advantageous news for our potential new shareholders in this Offering, as we should be able to open approximately 248 more pharmacies with the same net proceeds of approximately $46mm than we anticipated prior to this legislation becoming effective. Unfortunately, this legislation is not yet passed in Texas, and therefore other than our existing two pharmacy licenses there, we don’t plan on expanding in Texas in the near future unless Texas passes Micro Pharmacy laws similar to the existing seven (7) states.

It is in our best interest to open as many Parent pharmacies and their surrounding Micro Pharmacies in Florida, in both primary and secondary markets, as capital availability permits, including for diversification, the other states where Micro Pharmacies are permitted. Florida is a very large state both geographically and in population, as well as diverse in its population age, races, and US citizens vs. immigrant or non-resident alien make-up. The convenience and competitiveness of our services and products’ availability at the site of care, mitigates to a degree what we believe may be perceived as undue concentration for a developing and growing company like SRXS, to be expanding with such focus solely on Florida. Management nonetheless believes that the concentrated expansion within Florida, as compared to the number of currently contemplated new Pharmacies with Kiosks to be added from pro forma projected proceeds of this Offering or any potential institutional placement received by SRXS, as a whole compared to the markets available, and the size, distance and diversity of those markets, is less risky than smaller, less populated and less diverse states.

Therefore, we also intend to acquire fewer existing “Parent” fully licensed pharmacies and licenses than prior plans afforded us, and instead approach the maximum number of permitted Micro-Pharmacies, due to the advent of the new Micro Pharmacy laws. Other states that have passed, or will pass, Micro Pharmacy laws, to diversify our risk of concentration in just one state, and to initiate a more widespread acceptance of our technology advantages. We expect that in the long term, there will be a consistent flow of licenses and pharmacies in our target markets for acquisition, operation and expansion, which will likely enable us to continue our platform for the foreseeable future.

Management believes that the passage of the Micro Pharmacy legislation in Florida affords SRXS the opportunity to become potentially profitable with fewer pharmacies, more rapidly, and at lower initial opening costs than at any time in our past. Given the delays we have incurred and suffered in bringing this Offering to market over the last two and a half years, such news is certainly positive for our existing shareholders, and we hope should be encouraging for our future shareholders.

We expect that more states will add similar laws in the near future.

The company plans to provide a virtual Counseling Center for patients to receive private and confidential information about medical issues related to their prescriptions. We are already developing a mobile application for patients to access information about any medication. We plan to implement diverse revenue streams, such as Easy Commerce Services to sell over the counter medications, diabetic supplies, and economy valued equipment (DME) to help our older patients. We plan to expand our Cost-Plus model to implement throughout Florida, introduce Tele Med operations with vital sign machines, and add Blood draw stations. We want to increase the medications for Pets and even sell minor pets supplies.

SRXS has a great knowledge of the Prescription Benefit Management industry (PBM). We want to open a PBM to provide employers and their employees with more cost-effective plans for their prescriptions.

Our Micro Pharmacies can be installed at the Corporate Practice's Headquarters, grocery stores, Retail chain stores, in addition to Physician Offices and Medical Office Buildings. Our business model will save expenses associated with inventory, as repetitive inventory in many locations increases the risks of incurring drug expiration periods. The Micro Pharmacy inventory procedures will help us prevent such losses.

Our software allows us to text our patients regarding refills. Once patients receive the refill requests, they can respond via text, which becomes our proof compliance to ship the refills.

Our Subsidiaries

In April 2016, we acquired 100% interest in a Florida licensed pharmacy, Choice Meds USA, Inc., as a subsidiary wholly owned by Smart Rx Systems, and we have operated it ever since. In 2016, we transferred 2% of the equity of Choice Meds USA, Inc. to a non-related physician in lieu of a contribution of $25,000 in cash. In 2019, we repurchased the 2% interest and moved this pharmacy to a new location in Winter Haven, Florida. This pharmacy currently is currently awaiting inventory funding to continue its successful commercialization.

In May 2016, we incorporated Smart Rx Pharmacy, Inc. in Florida, which is a subsidiary wholly owned by Smart Rx Systems. As of the date of this Offering Circular, DEA license for Smart Rx Pharmacy, Inc. has been approved and will open shortly after funds are available. This pharmacy was originated by us, not acquired.

In May 2017, we acquired Vista Specialty Pharmacy, LLC., from Vista Clinical and Diagnostics, LLC, which is one of our founding common shareholders. Vista Clinical and Diagnostics holds less than 1% of our Class A Common Stock. This pharmacy is currently operational and will be relocated to Tampa.

In 2018, we acquired two additional pharmacies, both in Tyler, Texas. We purchased SavRX Pharmacy in February 2018 and Care First Pharmacy in May 2018. One license for one of the pharmacies has been physically transferred to a new pharmacy in a physician group practice in Tyler, Texas, and the other license is a brick-and-mortar pharmacy, both of which are fully operational. We have also procured all licenses for an additional pharmacy which we plan to physically transfer to a new location in Texas after funds are available. All of our pharmacies are wholly owned by the Company. We have received all regulatory approvals required for all pharmacies we have physically transferred in the past, and we will continue to do so for any pharmacies transferred in the future. We plan to sell either or both of the pharmacies and establish the pharmacies in new locations in Texas or sell the assets and licenses of those two pharmacies and move the Kiosks for use in Florida.

In April 2018, we purchased STARx Pharmacy in Leesburg, Florida, which has been moved to a new location in Clermont, Florida where it is currently operating. This pharmacy is operational in Clermont, Florida and we plan to develop it extensively.

Operation of our Business

We have partnered with a GAPRM, ScriptPro, who manufactures the Kiosks, leases the machines directly to our healthcare provider clients after they sign a contract with us, installs their portion of the equipment, and maintains their portions of all Kiosks, which provided us with a rapid entry into the market. This process allows our healthcare provider clients to have a working Kiosk ready to accept its first prescription within a month after signing a contract with us.

Product and Service Overview

Our Products

Our Kiosk is a complete “Pharmacy-in-a-Box”, which is an entirely automated system with override capability to manually control the dispensing of medication by our pharmacists. It has the capacity to dispense 225 different types of medications from separate dedicated automated bins automatically, each of which holds approximately 70 typical prescription fulfillments, totaling approximately 15,750 prescription and OTC medications. Medicines not inside the Kiosk are fulfilled manually by the pharmacist, as needed, because our Kiosks at this time can only inventory 225 different drugs. All other drugs are inventoried on the pharmacy shelving and dispensed manually.

Our proprietary system features include automated pill counting, live video conference with a licensed pharmacist, barcode reader, biometrics, facial recognition, backend data collection, automated vile capping, automated labeling, medication image capture, automated climate control and automated remote insurance processing. Our Kiosk enables patients or physicians to access to our 24-hour pharmacists as well as retail pharmacies almost everywhere, extending the reach of traditional retail pharmacies without the limitation of time, distance, language or costs of traditional brick-and-mortar pharmacies.

ScriptPro inventory management software is only “inventory related” because it only manages the total inventory inside each ScriptPro kiosk. Our proprietary software and functionality apply other functions such as database software, patient management software, dispensing software and insurance payment software and more, not found in Script Pro’s equipment. The user interface is not the only feature the Company added to the ScriptPro product. All of the proprietary features added, including the video-conferencing with a live pharmacist which came from the Company’s proprietary interface, work together to combine seamless customer interaction.

Our Kiosks are currently installed at the POCs to provide convenience to patients. Physicians send the prescriptions electronically to our Kiosks. When the prescriptions are received at the Kiosks, they will be verified and processed by on-site technicians or pharmacists located at the Kiosks or remote technicians, and the prescriptions will be automatically filled, verified and dispensed in approximately two minutes. All users of our Kiosks contract with us for our services for fast, easy and competitively priced fulfillment of patients’ prescriptions or directed non-prescription medications like OTC and vitamins. The main terms of the contract for such services involve what, how, when, where, how much and how many medications we stock within the Kiosk, who will assist the patients at the Kiosk as they retrieve their medications and what directions and follow-up we will provide.

As each of our locations operate as a fully licensed pharmacy, we are required to adhere to federal and state guidelines in all respects, including those related to security of our Kiosks, patient information and inventory. Our Kiosks include reinforced glass doors which are strengthened with perforated metal, which partially conceal drug stock and deter break-ins. Further, the internet connection of our Kiosks will be behind a firewall and customers will only have access to the central user interface on the display². The patient information is secured off-site and backed up off-site, through SRXS fire-walled software, as also required by similar federal and state guidelines. See “Government Regulations – Healthcare Related Regulations.”

Our Kiosks are leased or purchased directly from ScriptPro or its affiliates by physicians or medical facilities, and all the medications are bought and owned by the Company or Company-controlled medical facilities. The physicians or medical facilities then hire us for both recurring and one-time fees to operate, manage and perform all pharmacy related services and activities at the POCs. Each POC location has one or more of our Kiosks, pharmacy management software, a licensed pharmacy technician and some remote licensed pharmacists to verify prescriptions and provide counseling to the patients via video conference when requested.

Standard retail and other non-traditional pharmacies can also include a Kiosk. The Company believes that the Kiosks can reduce the operating costs of a pharmacy and provide efficiencies to the dispensing processes.

Kiosk Installations. With the advent of Micro Pharmacies and the proceeds of this Offering, we plan to acquire 17 existing Licensed Pharmacies and apply for 10 additional new licenses, all of which will become Parent Pharmacies, whereupon each such Parent Pharmacy will have a Kiosk installed. These 27 new Parent Pharmacies, in conjunction with the 4 Florida pharmacy licenses we currently own, will allow us to expand to 7 times the 31 total Florida Parent Pharmacies, which cumulatively, when including the two Texas Pharmacies that are being moved or sold, equals 254 pharmacies. The Micro Pharmacy additions adds 248 total new Pharmacies. All of the Micro Pharmacies can be opened within days of readiness of each site of each for installation of our Kiosk once the Parent pharmacies are fully licensed and operating. We plan to train new pharmacists and pharmacy technicians in an efficient time span prior to each opening, utilizing our existing Florida locations. This expansion requires a few regionally placed sales and marketing professionals, as well as targeted project teams, to expeditiously determine the viability and economic feasibility of each site where pharmacies and their 7 satellites are to be located, all within a 50 mile radius of the Parent, to ensure maximum potential market share penetration. Our manufacturing partner has discussed our plan with us and can rapidly provide our hardware and Kiosks to coincide with our new contracts and pharmacy openings, ensuring our supply of Kiosks on a timely basis.

Our Services

Mail Order Pharmacy. Each Parent Kiosk in the POC where we are licensed has the capability of mailing refills to patients to increase patient adherence to the routine and regimen of their medication and preserve patient benefits, and also increase physicians’ confidence that their instructions are followed. These refills by mail can also increase our sales and revenues for the prescribing physicians. We are currently able to provide mail order prescriptions as a follow-on service to customers in Texas and Florida. We plan to purchase, with the proceeds of this Offering, if any, a national pharmacy licensed to dispense prescriptions by mail in all states of the U.S. Upon opening, the managing Parent Pharmacies will handle all controlled drugs, all brand name drugs, and will ship all refills in conjunction with the Micro Pharmacy clusters of seven Micro Pharmacies. Any brand name prescriptions or controlled drug prescriptions will be faxed to the corresponding pharmacy with the pharmacists. They will all be shipped by the Parent pharmacist's locations. All OTC drugs and supplies will be shipped directly to the patient by the Easy Commerce location.

More locations will eventually add more convenience and satisfaction for the patients and help the Prescription Benefit Management services grow and become efficient. Any prescriptions needed immediately and not available in our pharmacies will be filled by one of the 70,000 pharmacies in the PBM data base and paid by our PBM. The margins available will continue to flow to the PBM company.

² ScriptPro CRS 225 Fact Sheet: https://assets-global.website- files.com/5e9726a182e4d42d25469d39/5f089d103af6651637d404be_ScriptPro_Robot_CRS_225_Product_Sheet_CRS_225.pdf

Research and Development

We expect to continue to conduct research and development related to our interfaces and remote applications, and further penetration within the on- site locations we serve, which may include feasibility studies for specific future locations. We may modify our research and development plans due to velocity of our growth. Pharmacy regulations continually change, and we need to be prepared to react quickly and implement the changes, as pressures to reduce the price of prescriptions are constant. We must continuously find processes to reduce waste, stay lean, and respond.

Supplier and Quality Assurance Kiosks

We rely on a GAPRM, ScriptPro, who manufactures the Kiosks, and leases the machines either directly to the healthcare providers, or to us, as applicable, as well as install and maintain their portions of the Kiosks. ScriptPro is our only supplier of Kiosks by exclusive contract. Pursuant to the exclusive agreement, we shall not use any other manufacturer while they shall not use any other POC, interface or on-demand system.

The Company and ScriptPro entered into a Kiosk Manufacturing and Support Agreement on March 21, 2014, or the ScriptPro Agreement; and an amendment to the ScriptPro Agreement on May 22, 2015, or the ScriptPro Amendment; and a second amendment in 2020.

Material terms of the ScriptPro Agreement include:

Material terms of the ScriptPro Amendments include removing the Minimum Sales Volume section and certain pricing definitions and changes, as well as including the ability to buy the Kiosks, instead of just leasing them, from ScriptPro.

Inventory

Once a pharmacy acquires applicable licenses, the Company may purchase from any supplier of pharmaceuticals, devices and supplies approved by the FDA. The Company purchases its inventory from national pharmaceutical suppliers and other supplies’ vendors who can service the Kiosks installed in physicians’ offices as well as Kiosks installed in the current or future retail formulating pharmacies, in all states in which we now operate, or in the future will operate.

Method of Distribution

We will maintain our rights to market and distribute ourselves when we contract with distribution companies, even if we may grant a distribution company an exclusive territory. In the state of Texas, we have contracted with a specialized distributor. It has exclusive distribution rights for our products and services in Texas, while we continue in-house distribution activities. We intend to use some of the proceeds of this Offering to expand to other distribution channels, including adding more contractual relationships with distributors. Management will continue to call upon large multi-Kiosk potential customers.

Marketing and Advertising

We have used our directors, officers, contractors and our contractual relationship with currently one third-party distributor to market our products and services to prospective physicians’ group practices and other medical or retail enterprises. Some of the proceeds of this Offering are planned to be deployed to hire additional marketing and sales personnel after we provision the software and hardware which are expected to be purchased.

Comparisons to our Competitors

We are currently unaware of any developers of competitive technology in the POC physician dispensing robotic environment and also targeting on- site patient pharmaceutical on-demand medication dispensing systems like us. But in the near future, especially if we are successful with this Offering, we expect more competitors to enter this domain. Our Cash-plus and PBM models increase affordability due to both price and high insurance deductibles and allows us to compete with the large national chains.

Due to the nature of our business model, our risks of operation are more limited than the operating companies developing robotic machines. As a result, our income streams and participations in any future profits of Kiosks and mail orders, if any, are more segregated from the direct risks of equipment technology development.

The amount we can spend on marketing our products and services is dependent upon the growth rate of the number of our Kiosk installations, their relative revenue and profit growth, and the amount of proceeds we achieve in this Offering. The budget for our marketing endeavors may be lesser or greater based upon these variables, which will limit or expand our competitive posture accordingly.

Our Intellectual Property

We have developed several patentable custom proprietary technologies, systems and models during the buildout of our custom proprietary business models and operating systems, which we maintain under strict confidential procedures. We believe, and in accordance with the advice from our patent counsel, that filing patent applications with U.S. Patent Office now may disrupt the proprietary nature of our operating technologies and models and expose us to risks related to other new product models about to be commercialized. We intend to apply for patent protection at a later date when the Company deems appropriate.

We have applied and expect to apply for more trademark registrations from time to time. We rely on a combination of proprietary information, non- competition and arbitration agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark laws and copyright laws to protect our proprietary rights.

We currently hold various domain names relating to our brand, including smartrxsystems.com.

Employees

Our employees are at the heart of our business. As of the 2021 audit, we employed approximately 6 full-time employees. In addition to the 6 employees, we also employed two part-time employees or contractors and one full-time contractor. Since then, the availability of the Micro Pharmacy laws in Florida and other states have afforded SRXS the opportunity to utilize our proprietary systems and software in conjunction with Enterprise model software, which will allow us to open seven Micro Pharmacies for each fully licensed Parent pharmacy. All the pharmacies irrespective of whether it is a Parent Pharmacy or a Micro Pharmacy will be manned, where each Parent Pharmacy will need a Licensed Pharmacist at all times, plus most times, at most locations with sufficient volume of prescriptions, a pharmacist technician; and where the Micro Pharmacy would deploy rotating fully licensed pharmacy technicians.

All the Micro Pharmacies shall be managed remotely using audio-video communication technology and enterprise pharmacy software. For the first fourteen (14) Parent Pharmacies acquired or newly opened, we will require fourteen (14) Licensed Pharmacists and seven (7) to fourteen (14) licensed pharmacy technicians, depending upon geographic locations, size of physician’s practices, number of prescribing physicians within a medical office building or complex, types of specialties of practices, and other factors.

We will also require one or more Pharmacists to rotate between our Parent pharmacies to fill in for Pharmacists who are not working certain days. Pharmacies located within a Physicians’ Practice office space will be open only when that Practice is open for its patients, whereas pharmacies in Medical Office Buildings and other more traditional locations would be open during hours competitive with the geographical areas’ norms. The number of days and hours per day a Pharmacy is open, whether it is a Parent or a Micro Pharmacy, will to some degree affect the number of Pharmacists and Pharmacy Technicians we will employ, which is not completely determinate at the time of this filing. Within one year of each opening, all Parent Pharmacies could be producing sufficient numbers of daily prescriptions to fulfill to require at least a full-time technician or more at each Parent in addition to each Pharmacist. Our operations should reduce the number of employees as the Kiosks will eliminate many manual functions such as finding the drugs on the Shelves, counting, and labeling. Our Kiosks performs all these functions very accurately.

Government Regulations

Companies engaged in healthcare and technology related industries are subject to extensive regulations by various government agencies pursuant to statutes, rules and regulations.

Healthcare Related Regulations

The manufacture and sale or lease of our products are not regulated by the FDA or the DEA. However, our current products, and any future products, may be regulated by these or other federal agencies due to future legislative and regulatory initiatives or reforms.

In addition, healthcare providers and facilities that use our equipment and dispense controlled substances are subject to regulations of the DEA, including the Controlled Substances Act and its implementing regulations.

Pharmacies are regulated by individual state boards of pharmacy that issue rules for pharmacy licensure in their respective jurisdictions. State boards of pharmacy do not license or approve our medication and supply dispensing systems; however, pharmacies using our equipment are subject to state board approval.

Also, hospitals must be accredited by The Joint Commission to be eligible for Medicaid and Medicare funds. The Joint Commission does not approve or accredit medication and supply dispensing systems; however, its disapproval of our customers’ medication and supply dispensing management methods, and our customers’ failure to meet The Joint Commission requirements could decrease demand for our products and harm our competitive position, results of operations and financial condition.

We have implemented a Privacy and Use of Information Policy and adhered to established privacy principles, use of customer information guidelines and related federal and state statutes, such as HIPAA. Among other things, this legislation requires the HHS to adopt national standards governing the conducts of certain electronic health information transactions and protecting the privacy and security of personally identifiable health information maintained or transmitted by “covered entities,” which include pharmacies and other healthcare providers with which we may do business with.

In addition, future HIPAA standards and other federal and state privacy and security laws may be enacted at any time on our customers or on our investors, which could restrict the ability of our customers to obtain, use or disseminate patient information, and adversely affect the demand for our products and services or force us to redesign our products and services to meet regulatory requirements.

The Company is not separately required to obtain an FDA approval for the use of ScriptPro kiosks, as modified by the Company’s proprietary technology. Licensed pharmacies, not any devices, are responsible for such features as accuracy, counting, non-contamination or interaction with other medications, labeling, etc. Our Kiosks are used by licensed pharmacies, either owned and operated by the Company or leased and contracted for the Company’s services. As a result, the pharmacies are responsible.

The DEA, National Council for Prescription Drug Programs, or the NCPDP, and National Provider Identifier, or the NPI, as well as state pharmacy licenses we obtained to operate each pharmacy, and in the future, any remote pharmacy, as applicable, are obtained from U.S. agencies and the pharmacy board in each state: the DEA license from the FDA, the NCPDP and NPI numbers from Centers for Medicare and Medicaid Services, Florida pharmacy license from Florida Board of Pharmacy, and Texas pharmacy license from Texas State Board of Pharmacy.

Each of our locations now, and in the future, has or will have a DEA license, permits or ID numbers assigned by NCPDP and NPI, and state license from each state.

Legal Proceedings

In the first half of 2021, the Equal Employment Opportunity Commission of the US Government (EEOC) ruled against an ex-employee’s complaint in our favor. Shortly after learning of the EEOC’s ruling against her, the ex-employee filed a civil action, which we settled out of court for less than $25,000.

Our Competitive Strengths and Strategic Opportunities

Problems with Current Pharmacies:

Understaffed

Pharmacists overwhelmed with quotas for number or prescriptions per hour, and answering calls, consultation with patients at windows, responding to drive up window inquiries

Our Opportunities:

The Smart PharmAssist™ Kiosk Advantages

DESCRIPTION OF OUR PROPERTIES

Our Purchase and Sale of Our Intended Permanent Headquarters Building

In August 2017, we acquired a 9,000-square foot, two story building at 2273 Lee Road, Winter Park, Florida 32789, which we began renovating in late 2018 and early 2019 and was intended to be utilized as our future headquarters offices and Kiosk demonstration center. Our plans changed due to both cost considerations related to the renovations, as well as a changing real estate rental market in our geographic area, resulting in the profitable sale of the building.

The Company paid $202,000 in cash and received an $872,000 interest only, five-year term mortgage from the seller of the property, for the purchase of this building. 100% of the interest on this mortgage in 2017 and part of 2018 was offset by the rental income from the existing tenants.

In July of 2019, we sold our building for $1,290,000, the average price as appraised by two independent appraisers in two separate certified appraisals, for a gross profit of $216,000; and transferred the Mortgage to the buyer, eliminating the $872,000 liability on our books. The profit amount of $216,000 is also being credited to SRXS as a reduction of the liability on the books of Related Party Loans made by Rohatgi and Mathow to the Company during 2018 and throughout 2019 of in excess of one million dollars, leaving $216,000 less in cash loans received by SRXS on the books. The profit on the sale did not create a taxable item as SRXS has ample tax loss carry-forward amounts to entirely offset this gain, so no provision for taxes booked.

Therefore, a total of $1,088,000 in prior liabilities have been removed from liabilities of SRXS, a significant benefit to SRXS.

The buyer is recorded as Athena Investments, LLC, a Florida limited liability corporation, controlled by Fortuna Group, LLC, a Wyoming corporation controlled by Santu Rohatgi and Sandeep Mathow, a separate corporation not owned in any amount by SRXS, and SRXS will not own any of that buying entity.

Another benefit to SRXS is that at the time of this Offering Circular, the building has been gutted, and is set to be re-configured for the use of either SRXS, as originally planned and stated herein, but at the expense of Athena, Fortuna and/or Mathow and Rohatgi, instead of SRXS, as a working demonstration Kiosk- installed pharmacy, a Smart RX Pharmacy for national mail order, home of our wholly owned Vista Pharmacy, as well as future corporate sales and headquarters functions, conference rooms and lunch room, as needed when needed. SRXS will utilize the entire building so they will not need to move Florida operations again for an indeterminate period of time, or sell the building.

However, if at the time the Building is ready, Smart RX is unable to afford the rent, even at below market rates, it would seek less costly space until it could again either afford this or a similar building, or have the profits and cash flow to buy a different building.

The Lutz Florida Interim Headquarters

The lease on the Lutz 1,200 sq. ft Interim Headquarters’ space ended and the Landlord would not offer a short term lease. The rates were all in excess of $25 to $28 per sq. foot on both this previous location and all new similar spaces. Until the Company has proceeds from this Offering or other sources of paid in capital to finance a long term lease of permanent Headquarters space in a desirable location at a price that the Company believes it can continue to afford, it has moved to a building ½ mile away from the 1,200 sq. ft. office whose lease expired, and rented a 3,100 sq. foot office at less than $22.33 per square foot, on a month to month basis, for $5,600 per month at 18540 North Dale Mabry Hwy Lutz Fl 33548, just three minutes from the last address.

We needed more space in our office. This favorable arrangement of not requiring a lease, and pricing below market rates in this area, was possible because the building in which the office is located is owned by an entity controlled by Rohatgi and Mathow, and as such is a “Related Party” transaction benefit to the Company.

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

Forward-Looking Statements

This discussion and analysis contains forward-looking statements that are subject to risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with those statements. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.”

Business Description

Smart Rx Systems is a Florida C corporation incorporated in 2013 by our initial founder, Mr. Sandeep Mathow. It is a technology and management company with custom and proprietary technologies which provides pharmacy related services at the POC via the Kiosk, a registered trademarked automated medication management system that dispenses medication-on-demand. Our technology was designed and developed to provide access to a live pharmacist for counseling and medication therapy management on site, or via video conferencing technology in the Kiosk, as well as mail order prescriptions in Florida and Texas as a follow-on service to customers. We believe our Kiosk can perform all functions in less time and less cost than those performed by a retail pharmacy while in full compliance of U.S. FDA and other federal and state regulations. The Kiosks dispense medication-on-demand at the POC utilizing a proven robotic prescription dispensing system platform to overcome the risks, costs and time of development and manufacturing of a new technology device. These include prescription verification, insurance verification, reimbursement, labeling, printing medication instructions, and consulting with a remote licensed pharmacist.

The first time a patient uses our Kiosk, the pharmacist or technician must input their required personal information and insurance coverage, if any, into the system, which takes an average of three minutes. Once done, the system retains that information securely. At the time of pick-up of the medications, the patient then consults with a remote or on-site licensed pharmacist regarding the same information related to each prescription as they would inside a retail pharmacy. The Kiosks dispense medication-on-demand at the POC utilizing a proven robotic prescription dispensing system platform to overcome the risks, costs and time of development and manufacturing of a new technology device.

Discussion of Audited Operating Results

Smart Rx Systems operates on a fiscal year basis from January to December.

Operating Results

The following represents our performance highlights:

Revenues

For the year ending December 31, 2021, our gross revenues were approximately $787,698, a decrease of about 378%, with a cost of sales of $497,104, resulting in a gross margin of $298,000, a decrease of about 47.6%; compared to the same period of 2020 of gross revenues of $3,326,415, with a cost of sales of $2,757,307, resulting in a gross margin of $569,108. In the same period in 2021, our net expenses were $3,217,043, or $4.27 per common voting share, vs. $3,597,204 for 2020, or about $4.62 per common voting share, which is a decrease of approximately 11%. Each year there is an increase of 3% in the rent. As of June 30, 2023, the Smart Rx owes approximately $125,000 in back rent.

The decrease in revenue was due to the loss of our ability to fulfill most of our prescriptions, further due predominantly to a lack of adequate inventory financing for inventory replacement. This was caused in the largest part by unusually long payment time delays for the collection of our receivables during the pandemic from Medicare and large health insurance companies, where collections normally received in 4 to 6 weeks were instead being received in 4 to 6 months. Since we were limited in our ability to obtain adequate inventory financing from traditional lenders, our Founding Shareholders and our President continued to lend SRXS money, but in insufficient quantities to maintain our previous revenue growth as in the last 2 years. The delay of this Offering during 2021 also contributed significantly to our losses and decrease in revenue. As of December 31, 2022, gross revenue was $196,592, cost of sales $161,267, resulting in gross margin of $35,325. The results were poor due to the adverse effects of COVID-19 and lack of capital.

During 2021, a new law enabling Micro-Pharmacies in Florida and a limited number of other states, to be controlled and managed by remote Pharmacists at Fully Licensed “Parent” pharmacies, is the most important event that has occurred during SRXS’ short history as a company. This event allowed us to develop and test pilot locations for additional strategies for our future growth. These Micro-Pharmacies can be quickly and inexpensively implemented by association with, and operational under, a fully licensed “Parent” pharmacy. Each Pharmacy in Florida with a pharmacy license and a DEA license can install up to 7 Micro Pharmacies under the supervision of the “Parent” pharmacy’s licenses. This will allow the Company to reduce substantial operating expenses as the Micro Pharmacy can be installed in relatively small spaces in Physicians’ practices, small grocery stores, and small retail stores. These Micro Pharmacies do not require an on-location pharmacist, but are staffed and operated by a Pharmacy Technician, under the guidance of the remote pharmacist resident at the fully licensed “Parent” pharmacy location, connecting patients with the Pharmacist using large screen video technologies. We also successfully tested the Enterprise software that works efficiently, for record keeping by each location, for the patients by each location, and for Profit and Loss statements by each location. Therefore, the year of 2021 helped us focus on the near and medium term use of the Proceeds of this Offering, and our goal in the remainder of 2022, as well as 2023 and into 2024, focuses on the growth of a network of Micro Pharmacies and Parent Pharmacies in Florida, and other states in which the laws are becoming effective, to increase revenues and decrease operating costs simultaneously.

Our loss from direct operations, excluding amortization of $609,483, depreciation of $59,424, impairments of $0, and the effect of the forgiveness of the PPP loans of $425,438, in 2021 was $2,493,506 vs. a loss from direct operations of $2,918,944 in 2020, a decrease of $425,438, or approximately 14.57%. In addition, our PPP loans of $195,258 and $230,180 for 2021 were forgiven by the Federal Government due to COVID-19 laws. In 2021 our direct expenses of operations were $2,548,036 vs. the same period in 2020 our direct expenses of operations of $2,918,957, a decrease of about 18%.

Liquidity and Capital Resources

Smart Rx Systems had minimal liquidity and cash reserves during most of 2021.Our operations were funded month-to-month by loans from Founding Shareholders, Directors, and our President, who provided a total of $1,319,213 of working capital, as well as the 2021 PPP loan of $195,258. Management believes that the 2021 pause in revenue growth experienced in 2020, 2019 and 2018 that was caused by insufficient funds focused turned our attention on the new Micro Pharmacy opportunities, which should more than overcome our losses in 2021.

We have achieved growth in net sales since our inception in 2013. For the fiscal year ended December 31, 2020 net sales grew to about $3,326,415 We had to slow down our sales due to a lack of inventory replenishment financing. mainly due to the decrease in payroll and related compensation of software and pharmacy-related consultants. Therefore, our net loss for the period from 2020 to June 30, 2021 was $3,003,348.

In the period ending December 31, 2022, the revenues had substantially gone down and the operating loss was $3,248,737 compared to $1,970,340. This was because the revenue was down, and the wages could not any longer be deferred and converted to Special Preferred Shares. Starting 2022, no deferred compensation will be allowed for Santu Rohatgi.

Short-Term Liquidity

As of December 31, 2021, we had $11,635 cash on hand, and as of December 31, 2020, we had $8,877 of cash on hand. Our Founding Shareholders continue to fund our operating deficits until an Institutional placement and/or proceeds from this Offering are received.

SRXS issued promissory notes to related parties Santu Rohatgi and Sandeep Mathow, for loans to the Company during 2018, 2019, 2020, 2021 and through May 4, 2022, of approximately $3.15mm. These loans at 8% Simple Interest are planned to be paid in full from the same sources as stated in this Offering Circular, in 2022 and 2023. Since inception of the first Notes, through March 31, 2022, $161,637.05 was paid in interest on these loans, and $238,045.18 was accrued to a future date to be determined.

Mathow’s past due accumulated pay previously subject to grants of unissued Preferred Shares, to the extent available to be paid by the Company, as well as Santu Rohatgi’s reduced current salary, may continue until sufficient funding is achieved from the planned Offering to revert to the payment of his full salary, as per his Employment Agreement. These temporary salary reductions were not re-paid by March of 2022, and the Board may convert the amounts reduced to the same grants of Preferred shares granted in previous years, subject to the same terms.

Santu Rohatgi has taken additional temporary salary reductions in 2022, as he did in 2018, 2019, 2020, and 2021, which amounts for 2021 are payable in parts or in full from either proceeds of the planned REG A Public Offering, or any other applicable capital insertion or loan to the Company, or the sale of the Company, or a change of control producing sufficient proceeds or will be paid upon cash flow improvements. Santu has taken only $134,000 out of his $350,000 during 2021, and taken a Note back from the Company at 8% for the balance due him, to be paid from proceeds of this Offering, if the proceeds are sufficient. At the year ended December 31, 2022, we had $26,422 in cash.

We may resume payments to Sandeep Mathow vs. past due 2015 through 2019 salaries previously earned pursuant to his past Employment Agreements, once our cash flow accommodates such payments, Since he is no longer employed by SRXS, he no longer has an active Employment Agreement, but this aspect of his past Employment Agreements is still operative and binding on the Company for past salaries accrued and due as the Company is able to pay them.

In June of 2021, we issued a Promissory Note to Mathow in the amount of $354,906, for fifteen cash loans he made to the Company, between June 30, 2020, and December 31, 2020, at interest rates of either 8% or 12%, respectively. The Note is payable from the same sources and in the same manner as his other Promissory Notes, such as the Offerings, or from proceeds of the sale of the Company’s assets or a change of control that produces proceeds to the Company, or through other insertions of capital, or refinancing proceeds, in 2022. The Note is payable in time behind the repayment of Non- Control Party Lenders Notes, but prior to Preferred redemptions. Since inception of the first Notes, through March of 2022, $98,941 was paid in interest on his Notes, and $63,299 was accrued to a future date to be determined.

Our Board Advisor, management consultants, and Corporate Secretary have received no compensation other than $2,000 of partial expense reimbursements since July of 2018, until this time, which will likely continue until we achieve sufficient proceeds from this Offering or other loans or equity sources, and we intend to repay them any funds advanced, or lent to us, during this period, and credit their A-P-I-C account in 2022 to reflect cumulative amounts of unpaid expenses and services fees due during this period. No interest was paid on their Note during 2021 or through March of 2022. In the year 2022, the basic wages of $350,000 and the guaranteed bonus for $350,000 could not be deferred anymore. They were recorded as wages payable at 8% interest. Additionally, during 2022, Mr. Rohatgi was awarded $300,000 for Performance and that was also recorded as wages payable.

In January of 2021, one of our Founding Shareholders lent us $501,000 on a short-term Bridge Note for general corporate purposes. The Note is payable from the proceeds of the REG A Public Offering, any other institutional capital contribution or loan, or at the earliest of any other type of offering, until paid in full. This Note bears repayment preference pari passu with the earliest Notes to be repaid once repayments in part or whole commence, irrespective of source of repayment.

SRXS successfully acquired its second PPP loan of $195,258 under the CARES Act, on March 02, 2021. The Bank advised us that this PPP loan was forgiven on September 08, 2021.

In April of 2021, $150,000 of a previous commitment by a Texas Family Office was funded in a loan format, all of which was utilized to pay outstanding corporate related invoices, or reimbursements for invoices already paid, all of which represent costs unrelated to Broker Dealer or RIA compensation. The loan was accompanied by the issuance of 4,500 of our Class AA+ common shares which carry conversion rights, preemptive rights, and super-voting rights of three to one. The Note carries an interest Rate of 24%, but is payable from proceeds of this Offering, which is expected to be offered in the 2nd quarter of 2022, versus the Promissory Note’s maturity on January 29, 2022, which may be extended upon request.

In September of 2021, four of our Founding Shareholders provided a short-term loan of $375,000, and Santu Rohatgi provided an additional $80,000,

We reduced the wages of the Company for 2021 by $715,000 annually, a large part of which was the temporary or deferred reduction of management salaries.

By May of 2022, we have accumulated approximately $247,000 of accounts payable, after paying down about $75,000 during 2022, for accounts payable which were not paid before year end December 31, 2021, and recent invoices may not be collected before year end to pay in full all the accounts payable incurred recently without further equity or loans from Founding Shareholders or other sources if the REG A Offering does not commence in time to have some proceeds during 2021. Approximately $297,000 of those payable accounts are for prescription inventory replacement. At full payroll, and depending upon gross sales any given month, until we can open at least six new pharmacies from the proceeds of the REG A Public Offering, in addition to our current licenses and pharmacies, we have approximately a $140,000 to $181,000 per month shortfall. As of June 2023, we have incurred long term liabilities of $3,630,881 and $8,319,277 in short term liability out of which Santu Rohatgi has approximately $3,400,000 in short term liability.

The first $10 million of proceeds of the REG A Public Offering, now in the final stage of SEC amendments prior to Qualification of the Offering, will allow us to rapidly add ten to twelve (10-12) of our Kiosks as we receive the initial proceeds, which will offset these monthly deficits, bring our existing pharmacies back to full replenished inventory levels. The full achievement of the $50 million will add more than 196 Kiosk pharmacies additionally over the first twelve months following the close of the Offering. Part of the increase is the introduction in Florida, and five other states, of satellite branch Kiosk pharmacies, known as Micro-Pharmacies, which can be opened for approximately 1/7th of the cost of each licensed Kiosk “Parent” pharmacy. Our start-up costs including the inventory costs for a Micro pharmacy which is approximately $150,000 – a fraction of the cost for a traditional pharmacy. Our gross margins are 24% to 30%, and our operating costs are $100,000 to $125,000 per year which is less annually compared to a traditional pharmacy.

We expect that 30 Micro Pharmacies in 2023-2024 will help us cover our costs.

In the second Quarter of 2020, the Company successfully received an SBA Payroll Protection Program loan of approximately $230,180 whose terms and conditions continue to change as of the date of this Audit, as Congress has further defined their intent to help companies like Smart Rx during the COVID-19 Pandemic. Essentially the loan varies from past SBA loans in that it required no collateral of SRXS, nor did it require the guarantee of any principals of SRXS and was fully forgivable with no tax consequences related to the forgiveness, as long as SRXS utilized all the money borrowed during the 24 weeks after receipt of the loan and used at least 60% of the loan for employee salaries that were employed during defined periods of the Company’s past operations in 2020 and 2019. The Company has since received forgiveness of the loan and al accrued interest. All of the money loaned via the PPP was used for payroll.

Our total revenues in 2020 were $2,992,107, which is a 72% increase compared to $1,736,221 in 2019. We attribute this increase to the moving of some of our locations to our new locations, as well as locations opened in 2018 contributing a full year of growing revenues.

In 2020, our operating loss was ($1,960,775), compared to ($2,083,177) in 2019, a $122,402 decrease, representing a decrease of 5.8%. This decrease was due to decrease in expenses for moving three of our locations and added inventory.

As a result, Smart Rx Systems’ net loss for the fiscal year ended December 31, 2020, including all non-cash items, was ($3,028,097), representing an increase of $345,724, or approximately 12.88% higher, compared to a net loss of ($2,682,373) for the fiscal year ended December 31, 2019. Two non- recurring expenses caused the increase in net loss, a non-recurring allowance for bad debt of $100,000, and higher cost of inventory.

Our total shareholders’ equity for the fiscal year ended December 31, 2020 was $2,293,538, representing a decrease of $ 1,898,905, or (- 45.29%) compared to $ 4,192,443 for the fiscal year ended December 31, 2019.

Our retained earnings for the fiscal year ended December 31, 2020 were $(9,433,723), compared to $(6,751,486) for the fiscal year ended December 31, 2019. Therefore, a relatively small improvement in net sales could potentially provide profitable operations, especially due to our business’ gross profit margin.

These increase in revenue in 2020 and decreases in expenses in 2020 were achieved under severe COVID-19 restrictions, with only three to six total pharmacy locations in operation during any full month, due to physical moves of physicians’ practices, or changes in the number of physicians within the practices. Management believes that these results further prove our operating and business model given proper capitalization for significant growth.

Audited Fiscal Year Ending December 31, 2022, compared to Audited Fiscal Year ending December 31, 2021

For the period ended December 31, 2021, our audited revenues were approximately $795,104 a decrease of 378% vs. $2,971,193 on December 31, 2020. In the same period in 2021, our net expenses were $3,217,043, or $4.27 per common voting share, vs. $3,597,204 for 2020, or about $4.62 per common voting share, which is a decrease of approximately 11%. For the period ended December 31, 2022, our audited revenues were $196,592, a decrease of 76%, and, the expenses were $3,284,062. The wages were $1,396,448, or 42% of the total expense The decrease in revenue is due to three major factors: (1) an approximately $3.2 million decrease due to the lack of inventory financing, causing us to turn away or transfer prescriptions to other pharmacies when we had no inventory for the prescriptions we were receiving; (2) lack of inventory replenishment cash flow being caused by the four (4) and five (5) month delays in receiving Medicare payments and reimbursements during 2021, leaving us with three (3) and four (4) month deficits in replacing depleted inventory, with even commercial insurers paying us two (2) and three (3) months later than under pre-Pandemic conditions; and (3) further delays in our planned Offering from February 2021 to November of 2021, when FINRA issued its required letter of no further comments related to the provisions of this Offering Circular after a nine (9) and a half month delay, which caused us to delay the potential proceeds of this Offering. This delay pushed our receipt of proceeds into 2022. Said proceeds could have financed our inventory recovery, and avoided the necessity of declining or transferring prescriptions, and their related revenue recognition. For the period ended December 31, 2021, our net operating losses were $2,493,506 compared to the net operating losses of $1,635,361 for the same period in 2020, an increase of approximately 31%. Due to the same three overriding reasons cited above for revenue loss, the decrease in revenue provided less cash flow to pay our invoices, and we used loans and paid in capital to pay many invoices for which there were no offsetting profits on groups of prescriptions we did fill, as well as salaries and headquarters' expenses. Therefore, spending borrowed funds and paid in capital represented 100% of the loss increase over 2020.

During 2021, the majority of the capital requirements were fulfilled by Founders and Original Shareholders. We also further developed the remote technology functions of our Kiosks, since the new Micro Pharmacy laws were implemented in Florida. We successfully tested pilots for Micro Pharmacies, which included the Enterprise software that will interface efficiently with our proprietary software for each location, and Profit and Loss Statements for each location.

Additionally, we are planning to launch an Easy Commerce Website and include inventory for cash sales, both online and at our Kiosk of small durable goods and Over the Counter Drugs, which are incremental to the sales to our existing customers.

Each of our pharmacies in operation have been individually profitable in the past, but as disclosed in other sections of this Offering Circular, we require a minimum of about twelve (12) operating Kiosks for a full year to generate sufficient profits to pay all overhead and headquarters costs, which will only occur after the proceeds of this planned Offering, or the potential institutional placement. With the inability to stock our Kiosks with sufficient inventory, some of the Kiosks became unprofitable, causing us to limit our losses and restructure activities with fewer personnel.

We are pursuing institutional placement at the time of filing of this Offering Circular, which potentially will initially create at least three (3) new Parent Pharmacies and twenty-one (21) Micro Pharmacies, for twenty-four (24) new pharmacies in all. We can open the twenty-one (21) Micro Pharmacies including our Kiosks within a three (3)-month period utilizing our current fully licensed Pharmacies and open the two (2) newly licensed Parent Pharmacies as soon as all approvals are completed. This Family Office potentially will also pay for all the ongoing inventory requirements including reserves for replacements on accounts receivable not yet paid by Medicare nor the insurance companies. This inventory, working capital and cash flow lines of credit will effectively bridge our operations until the proceeds of this Offering are available to SRXS, and equity portions potentially invested will allow us to start these operations most likely prior to the receipt of large proceeds of this Offering.

Our commercial operations to date and tests of the Micro Pharmacy operations revealed that we are well prepared for the future of Smart RX Systems, to generate potential profits and convenience for patients, as well as much needed additional revenue for medical practices whose operations have been plagued by many uncontrollable cost increases during the pandemic.

Liquidity and Capital Resources

Short-Term Liquidity – 12/31/22 (audited)

Short-Term Liquidity – 12/31/21

As of December 31, 2022, we had $26,422 in cash; compare to $11,635 at year ended December 31, 2021; compared to as of December 31, 2020, our audited cash position was $8,877. Long-Term Liquidity Maturities of our Company’s debt for the years ending December 31 are as follows:

We believe proceeds from this Offering should allow us to acquire national mail order licenses and operate in most, if not all states; acquire or newly license a lesser number of regular Kiosk installed pharmacies and non-Kiosk formulating pharmacies in multiple states; secure multiple Kiosk contracts, by either contracting with the new contract entities the initial ownership of inventory, or arranging inventory finance lines of credit in different states, to stock the initial inventory; continue penetration of single Kiosk contracts in the offices or buildings of multi-physician practices; expand into medical office buildings and other types of medical facilities; expand into chain stores; expand the number of distributors in more states to market our services; build out and finish development of our Smart Rx MedSpas® service and product lines, subject to further capital available since each one is a separate potential profit center, and provide for ad hoc developments and acquisitions. We strengthen our cash flow and current operations as each of our current and contracted Kiosks and Smart Rx MedSpas® increase their sales, so any additions as a result of this Offering may further develop our current operations and potential future EBITDA.

However, we also intend to invest significantly in the areas of our business described below in the section sub-titled “High Growth”, and also see “Use of Proceeds to Issuer.” We intend to use the largest portion of the proceeds of this Offering for these intended future investments.

In the event that we do not raise the total Offering Amount of $50 million, as described in the table in the section entitled “Use of Proceeds to Issuer” of this Offering Circular, we may proportionately scale back our planned operations expenditures as well as the redemptions of the scheduled shares of preferred stock, thus spending less, redeeming less, and growing slower until we can successfully implement alternative methods of capital financing from institutions and independent funds and family offices, including inventory and acquisition credit lines.

Material Capital Commitments

We had no material commitments for capital expenditures as of the end of the fiscal year ended December 31, 2021 other than the repayment of Short-Term Bridge Loans borrowed in anticipation of the proceeds of this Offering and institutional placement and longer term and revolving loans for inventory, equipment and opening new locations. For the previous years, cumulatively, prior to this filing, we borrowed approximately $4,903,156 and sold Preferred Series of stock for $5,311,600, most of which proceeds was utilized for predominantly the continuation of, or development of, operations and the growth of inventory that would have utilized funds from this Offering had this Offering been able to be Offered in a more timely manner. We plan to repay those portions of our Short-Term Bridge Loans as required in 2022 and 2023, and make acquisitions and commitments, with the proceeds of this Offering, and institutional placements and/or loans, if any, as described herein, from our increased cash flow from new locations, and reduce or eliminate Founders’ as well as Officers’ and Director’s contributions and loans during 2022 as proceeds from this Offering or Institutional Placements or loans are funded.

Since we need only approximately twelve pharmacies to cover both our corporate and headquarters costs as well as operating costs, if we obtain full Offering proceeds recognition during 2023-2024, we potentially may achieve sufficient growth to attain profitability during 2024-2025, and potentially accelerate our growth through the Planned Listing of our Shares, and the Planned RPO, which could now potentially occur during 2024. See “Use of Proceeds to Issuer.”

Trend Information

The following is a description of any trends occurring that have, will or may impact future results in sales, production and profitability.

Industry Trends

Our technology was designed and developed to provide access to a live pharmacist for counseling and medication therapy management, whether live on-site at the location of the Kiosk, or via video conferencing technology in the Kiosk. We are currently able to provide mail order prescriptions as a follow- on service to customers in Florida and Texas. We plan to obtain state-by-state licenses and expect to activate this service nationally after this Offering. The Company believes that our Kiosk performs all functions more efficiently than a traditional retail pharmacy to dispense medication-on-demand at the POC, utilizing a proven robotic prescription dispensing system platform to lower the risks, costs and time in developing and manufacturing a new technology device. Additionally, we plan to implement remote support to process prescriptions, dispense refills, and call patients to perform pharmacy tasks to reduce site costs and increase productivity. Our Kiosks systematically provides for prescription verification, insurance verification, reimbursement, labeling, printing medication instructions, and consulting with a remote licensed pharmacist. We continue to explore the market for professionals, medical office building owners and medical users. To better reach this market, we have contracted with a successful distribution company to market our products and services in Texas as an exclusive distribution agent for Texas, while retaining our own rights to also market in Texas. We intend to contract with other regional and national distributors in other states and maybe, nationally, after we receive proceeds of this Offering. We also expect to hire new non-control marketing officers to augment our current management efforts of expanding our presence.

As a result of the global outbreak of a new strain of coronavirus, COVID-19, economic uncertainties have arisen that continue to have an adverse impact on economic and market conditions. The global impact of the outbreak has been rapidly evolving, and the outbreak presents material uncertainty and risk with respect to our future financial results. While are unable to quantify the impact COVID-19 and the resulting economic uncertainties may have on us at this time, our Kiosks provide an alternate method for customers to receive the services of a traditional pharmacy without face-to-face contact, which we believe is an advantage given even in post-pandemic times.

The large chain pharmacies continue to deal with higher costs of real estate and facilities maintenance to keep stores modern, clean, inviting and well-stocked, while they also face challenges in providing parking or easy access and egress for their locations amid rising population density in the most prime locations. The time that it takes for a chain store customer to drive, use public transport or walk, from a physician’s office or their home, to a chain pharmacy, and wait for their prescriptions, or in some cases, leave the store and return sometime later, has generally increased as chain pharmacies become busier from increased population usage. Many chain pharmacies still do not provide delivery service for customers, so physical pick-up is the only way to obtain fulfillment of new or refill prescription or OTC medications. We believe our POC fulfillment Kiosks’ services are an advantage and add convenience for most patients of all ages and in all geographic locations, especially for working parents, single parents, and elderly patients.

The lines of differentiation between chain pharmacies and chain supermarkets have blurred in the last 20 years. Most large super-chains with super- sized stores, whether they are pharmacy chains or supermarket chains, all sell groceries, sundries, hardware, small electronics, toys, greeting cards, magazines, books, videos and CD’s, cosmetics, health and beauty aids and prescription and over-the-counter medications. More retail locations are opening small pharmacies to compete for repeat consumers and refill business. We believe there is no better place to compete than at the POCs, whether in multi- physicians’ offices, in medical buildings where there are many multi-physician offices of differing types of practices, or in clinics, hospitals, assisted living or nursing facilities, rehabilitation and dementia/Alzheimer’s facilities, smaller rural community regional supermarket or retail stores, or large national chain stores that heretofore have not competed for their customers’ prescription or refill business as a convenience to their other shopping needs at their stores.

Some smaller and privately-owned specialty pharmacies, whether they are formulating pharmacies, predominantly service medical devices and equipment for other prescribing professionals or hospitals and clinics, or conduct business with mostly, if not exclusively, nursing homes, assisted living facilities or dementia and Alzheimer’s care facilities, tend to be profitable with less competition as they provide services that the large chain pharmacies and supermarket pharmacies have chosen to avoid. The large chain pharmacies and supermarket pharmacies often charge higher prices for that portion of their business that is non-Medicare or non-Medicaid, and non-insurance related billing. While our Kiosks do not fulfill liquid prescriptions or refrigerated prescriptions now, and we may add such abilities to future Kiosk versions where needed, for now we do not intend to compete for the medical device and equipment business, if this minuscule segment of the prescription market can be offered profitably, but we may add nursing, assisted living homes and dementia & Alzheimer’s facilities to our future target customers. We believe our smaller models of Kiosks are ideally suited for such facilities, but their utilization at such locations may not meet our minimum revenue criteria except in larger facilities with a larger number of patients. These facilities have not been sensitive to the higher cost differentials of private limited service pharmacies, as they pass all such costs, including delivery, on to their residents. Eventually, we believe these facilities will realize the incremental revenue generation capability of utilizing Kiosks rather than higher cost private pharmacies, eliminating delivery needs, and adding a profit-center to their operations. In terms of profitability, we also need to take facilities’ share and operating cost into consideration.

We are expanding our formulating business, with acquisitions of licenses already undertaken, and two formulating pharmacies are ramping up now. We expect to acquire more formulating pharmacies and licenses in key geographic areas with some of the proceeds of this Offering, and let them act as service hubs, with immediate on-site fulfillment, same day or early next day delivery of formulated prescriptions to the service areas within each pharmacy’s range.

As pharmaceutical manufacturers are developing more medications to treat more ailments and conditions, there are an increasing number of prescription medications being approved for sale by the FDA, as well as an increasing number of non-prescription mineral, herb and holistic OTC medications or vitamins being offered to consumers. These facts increase force chain and private pharmacies to stock more and more inventory, yet not all of them turn over as quickly enough. We believe our inventory control, which are dictated mostly by the prescribing habits of the medical practitioners where our Kiosks are located, gives us a cost advantage since we do not need to carry medications in each Kiosk location other than what the physicians in that location tend to prescribe, except for some general patient convenience OTC items.

Consumer Preference

Our Company’s future growth will depend on more multi-physicians’ group practices, multi-medical-building owners, regional and national chains of retail stores, and owners of clinics, hospitals and nursing or long-term care facilities discovering the benefits, costs’ savings and incremental revenue of operating our Kiosks and related programs, in lieu of their current methodologies. Our developments and continuing improvements to our systems will also impact our acceleration into national, and eventually international, applications of our systems and services. Recent natural disasters, such as Hurricanes Harvey, Irma and Maria, have caused extraordinary need for replacement of pharmaceutical and medical infrastructure and facilities, giving rise to a unique opportunity in the aftermath of severe human tragedy to assist in the rebuilding efforts by providing our simpler and less expensive robotic pharmaceutical solutions throughout the affected areas.

Competition

We are currently unaware of any competitive developers of technology in the POC physician dispensing robotic environment, targeting on-site patient pharmaceutical on-demand medication dispensing systems like us. But in the near future, especially if we are successful with this Offering, we expect more competitors will enter this domain.

High Growth

Managing rapid growth remains a priority and challenge for our Company. The proceeds from this Offering, assuming the Offering Amount is raised, will allow our Company to: hire additional operating and marketing management; add additional distributors; acquire and file for more pharmaceutical licenses in more states; install more Kiosks in more locations; open more Smart Rx MedSpas®; hire the pharmacists and pharmacy technicians required to operate our Kiosks from both on-site and remote locations via video telephonic and Internet feeds; stock pharmaceutical medications’ inventory that is required for each Kiosk; acquire a nationally licensed pharmacy in a state other than Florida if the national pharmacy we acquire is not in Florida; develop and expand our mail order business to a national capability; open and acquire more formulating pharmacies and licenses; build out our national and regional operations and facilities of communications centers; acquire supplier side products’ manufacturer to lower our costs of supplies and broaden our revenue base horizontally; expand our Board; accelerate our revenue channels expansion and raise our EBITDA; redeem all Series A Preferred Shares, Series A+. Series AA and Special Series 2018 Preferred Shares and some Original Preferred Shares; reserve for expenses we expect to incur to conduct our Planned Listing or Planned IPO/RPO, if at all, including the cost of a listing on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago; and other corporate purposes. See section entitled “Use of Proceeds to Issuer.”

To fund our expected development to the next stage of growth, we must rely upon: (1) our cash from operations as available; (2) our cash currently available; (3) this Offering; (4) the continued reliance on additional capital insertions by founding shareholders, or the Founding Shareholders, officers or directors; (5) other available forms of exempt offerings to be utilized in the future, Regulation D, Rule 506 (b) or (c) offerings, institutional placements to qualified institutional buyers, or the QIBs, or qualified purchasers, or the QP’s, or other state exemptions, such as a Florida exemption under either the Florida Intrastate Crowdfunding Exemption (“FICE”) or promissory note exemption; and/or (6) loans to the Company secured by either our assets and cash flow, acquired assets and/or personal guarantees of shareholders.

What Is SRXS Doing Now and During This Year?

Our activities as of the date of this Offering Circular, including the activities of the development of the acquisition of tangible and intangible assets for our utilization in the operation of our businesses in addition to this Offering, are funded by the original shareholders, or the Original Shareholders, and Founding Shareholders and to a lesser degree by our revenue streams from operations. Our operational activities and upcoming installations in process are: (1) operation of our Kiosks through Micro-Pharmacies in group practices of physicians’ offices in complexes of buildings devoted to medical practices and services, or parent pharmacies in larger Medical Office Buildings, clinics, retail chain stores, or grocery chains; (2) coordinating the manufacture of Kiosks so as to continue to exploit the advantages of our proprietary systems and models, and thereby obtaining additional contracts for installation and operation of our Kiosks; (3) all the activities related to Kiosks to be installed between now and the end of 2022, and into future years; (4) revenue in 2023 from our Smart Rx MedSpas® which provides extensive wellness services at Kiosk locations under physician supervision together with pharmacy services. Some services are oriented to weight loss and/or bio- identical hormone therapy. Most medical practices where we have Kiosks, or we believe that we will have them in the near future, will provide complete services that will directly or indirectly treat overall weight issues; (5) continuation of modifications of our existing commercially operative interfaces and remote applications for upcoming applications for prospective and new clients; (6) development of new software and hardware for our interfaces and Kiosks; (7) expanding our internet and fulfillment business into other states; (8) continuation of our acquisitions of licensed pharmacies and further development of a national pharmacy operation; and (9) continuation of modification of our existing software and hardware, and development of new software and hardware for our retail store expansion in 2023 and 2024. From May of 2022 to December 2023, we plan to expand to between Two Hundred Forty-Eight (248) to Two Hundred Fifty Four (254) cumulative Parent and Micro-Pharmacies, of which, Thirty-one (31) are expected to be fully licensed “Parent” pharmacies.

New Customers

We believe the efforts described herein will enable us to reach a larger market more expeditiously.

We have not conducted any offering for additional capital as of the date of this Offering Circular and have other means and methods of capitalizing the company other than this Offering. Our Board believes this Offering is the least expensive and expedient method to obtain up to $50,000,000 for now.

Regulation A Offering One-Time Costs

In Fiscal Year 2022and 2023, we have and will experience significant costs associated with this Offering. These expenses include, but are not limited to, costs associated with our securities counsel, corporate legal counsel, Transfer Agent, Co-Managers, our Co-Manager's legal, Bookrunning and pre-offering expenses, Escrow, Disbursement and Payment Agents, platforms, investment banking, consultants, marketing, word processing, software for stock recordkeeping, travel, meetings and auditors.

Post Regulation A Offering Costs

As a result of this Offering and certain other changes we have made, new costs will occur on an annual basis that will impact results in 2023 and beyond. These expenses include, but are not limited to, the semi-annual and annual filings with the Commission, audit, Transfer Agent, legal, advisory consulting, investor relations, asset management reports to shareholders by third parties, updated due diligence reports for our Co-Managers and Selling Group Participants who participated in this Offering, additional staffing and Board expenses, and reserves for the expenses to be incurred related to our Planned Listing or Planned IPO/RPO.

DIRECTORS AND EXECUTIVE OFFICERS

Subject to our shareholders’ rights to consent to certain transactions as provided under the FBCA, the business and the property of our Company shall be managed and controlled by the Board. Our Bylaws and Articles of Incorporation, as amended, provide that the number of directors of our Company shall be between two to nine. For the last eight years, our Company has benefited from a tightly controlled, small Board led by Mr. Sandeep Mathow and Mr. Santu Rohatgi. As of the date of this Offering Circular, and after the retirement of Sandeep Mathow, our Board currently consists of Mr. “Santu” Rohatgi, our Chairman, Mr. David Van Valkenburg, a Founding Shareholder since 2017 and an Independent Director elected in December 2019, and Mr. Roman Reed Rohatgi (a son of Santu Rohatgi), who was also elected to be a director of the Company in December 2019. ASG has been advisor to the Board since 2014. ASG is referred to as an Advisor. In connection with this Offering and upon receipt of the Offered Shares, the REG A Shareholders will be entitled to elect a member to our Board, as the REG A Representative Director. We do not intend to add any additional directors until the completion of this Offering.

Our Board intends to increase from three directors to five directors by the completion of sale of the Offering Amount, while three of which are intended to be independent, non-executive directors. One of the independent directors will serve as the Chairman of Audit Committee and another independent director will serve as the Chairman of our Compensation Committee. With the exception of Mr. Santu Rohatgi, who shall serve on the Board until he resigns and who will not be up for election at annual meetings of the corporation until he no longer jointly controls, with the Mathow Family Trust, the majority of voting shares of the Company, or the Company is sold. After ninety-one (91) days of this Offering, if the Company is in the process of being sold, or after ninety-one (91) days after a Listing on the NYSE American, the NASDAQ Capital Market or the Chicago Stock Exchange, the Mathow Family Trust may exercise voting rights on only 4.8% of their shares at these times, and 95.2% of their voting rights will be held in a special voting trust whose trustee may not vote the shares except in one of those events. By creating a voting trust and assigning the 95.2% voting rights interests to an independent trustee, the Mathow Family Trust avoids potential conflicts of interest and/or licensing conflicts.

Our Board has three-year staggered terms, and at each succeeding annual meeting, the shareholders shall elect directors for a full term or the remainder thereof.

Each director shall hold office for the term which elected and until his or her successor shall be elected and shall qualify. Any director may resign at any time upon notice given in writing, or by electronic transmission to the Company. Except as otherwise stated, vacancies in the Board, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, though less than a quorum; except that vacancies resulting from removal from office by a vote of the shareholders may be filled by the shareholders at the same meeting at which such removal occurs provided that the holders of not less than seventy-five percent (75%) of the outstanding voting shares of capital stock of the Company entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director. All directors elected to fill vacancies shall hold office for a term expiring at the time at which the term of the class to which they have been elected expires. Unless otherwise restricted by law, the Articles or the By-Laws, any director, other than Mr. Swatantra Rohatgi who shall serve indefinitely on the Board until he resigns, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. The notice of any special meeting called to remove a director will indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

We do not intend to add any additional directors until the completion of this Offering.

Also, in connection with this Offering and upon receipt of the Offered Shares, the REG A Shareholders will be entitled to elect a member to our Board, or the REG A Representative Director. The REG A Representative Director shall only serve while any of the Series REG A shares are outstanding and will resign when 100% of the Series REG A shares are redeemed. We plan to replace the REG A Representative Director with a director representing the Planned Listed or Planned IPO/RPO, if at all. If the Planned IPO/RPO does not occur, then the directorship will be filled at regular Board election intervals until no Series REG A shares remain outstanding. REG A Representative Director, who is planned to be added to the Board at the completion of this Offering, shall be elected only by the REG A Shareholders who are entitled to elect one director to our Board. Please see the section entitled “REG A Representative Director” of this Offering Circular for a detailed discussion of the nomination, information, and voting process related to the REG A Representative Director.

Our Board has retained our executive officers to manage our day-to-day operations, our intellectual property and other investments, subject to the supervision of our Board. Our officers are: (i) Santu Rohatgi, Chairman of the Board and President; ASG Corporate Finance Corp., our Interim Corporate Secretary. Our executive officers have accepted their appointment, or nomination to be appointed, on the basis of the compensation to be paid to them. See “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – Remuneration of Executive Officers and Managers of Our Company” for more information. Our executive officers will serve for such period as the Board determines, subject to the terms of employment agreements we enter into with them, if any, or their earlier death, resignation or removal. Our Board may remove our executive officers, subject to the terms of any employment agreements we enter into with them, if any.

The following table and biographical descriptions set forth certain information with respect to the individuals who currently serve as our directors, executive officers and contractors:

The individuals listed below are our directors:

The individuals listed below are our executive officers:

We plan to add several key employees upon the completion of at least $20 million of the Offered Shares are sold in this Offering. They include a project manager to oversee our expansion of Kiosks installation, Smart Rx MedSpas®, and formulating pharmacies; directors or vice-presidents of operations, marketing, business development, research and development, human resources, finance, administration and corporate affairs; additional third- party distributors in several states to manage expansion of our corporate affairs, administration management and investor relations. In addition, we plan to expand the third-party services provided in the past to accommodate the increase in our Kiosk and pharmacy locations. And we will provide services for our shareholders through a new independent advisory relationship. As a result of the passing of Frank Waters, ASG Corporate Finance Corp. is acting as our Corporate Secretary until we fill the positions of CFO and Corporate Secretary with permanent Officers.

If we complete this Offering, we will add additional third-party distributors and/or regional sales managers, until we cover all the states where we plan to operate Kiosks, pharmacies and/or Smart Rx MedSpas®.

Biographical Information

Swatantra “Santu” Rohatgi, Chairman of the Board, President and Co-Founder. Mr. Rohatgi is a licensed CPA. He has led the operation of our Company since 2014 as a CFO, Treasurer and Vice Chairman. In November 2019, he ascended to Chairman of the Board and President. Prior to joining Smart Rx Systems, Mr. Rohatgi has been a C-Level strategist, finance, operations and transformation consultant, with over 25 years of experience leading turnarounds and driving growth for Fortune 500 technology and global technology start-ups. He has managed multi-functional teams and large-scale projects, supported mergers and acquisitions, devised strategic plans and actions for investors and corporate shareholders. He has held various management positions at NCR Corporation, AT&T Inc., Universal Credit Card, and CEO and CFO in several startups, such as Fore Front, and CEELOX, including over 25 years as a Regional and CFO in various organizations.

David Van Valkenburg, Outside Director, Board of Directors. Mr. Van Valkenburg is a founding Shareholder of our Company since 2015. In November 2019 he was elected to our Board of Directors as an Outside Director. As a current and former Board Member of numerous Boards of Directors all over the world, Mr. Van Valkenburg has extensive experience serving on a variety of committees, both as a member and as a Chairman. Mr. Van Valkenburg also has a wealth of corporate management experience and has worked as the Chairman and President, Executive Vice President, Chief Executive Officer, and Chief Operating Officer in a number of different companies.

Roman Rohatgi, Inside Director, Board of Directors. Mr. Roman Rohatgi, son of Mr. Santu Rohatgi, is an experienced corporate executive in the financial sector. In November 2019, Mr. Rohatgi was elected to our Board of Directors as an Inside Director. Over the last fifteen years, Mr. Rohatgi has worked to analyze and solve critical business issues and guide strategic decision making within the companies he has worked for. He started as a senior financial analyst and is currently the Vice President of Commercial Strategies for Kehe Distributors.

ASG CAPCO CORP, Advisor to Board. As an Original Shareholder since 2014, ASG is a Florida Family Office and Venture firm with financial engineering experience and expertise of over five decades include underwriting, debt and equity, public and private offerings, equipment and real estate lease programs, REITS and Trusts, investment banking, regulation and law, corporate finance, marketing financial products, services and manufactured products, syndication and offering distribution, advising reporting corporate clients, working with over 300 other FINRA, SEC, and various State licensed member firms that are associated with all major securities industry trade associations. Its securities industry experience is equally portioned between the Tier I group such as Merrill Lynch, as well as over 27 years in ownership and development of two independent investment banking firms focusing upon emerging growth companies. ASG has held numerous trade association designations and has served on the boards of directors of the larger non-profit industry organizations. It is currently serving on the boards of directors or as an advisor to the boards of directors of nine private companies, seven of which are portfolio companies of ASG. Its principals include accounting and law professionals. ASG Corporate Finance Corp is an operating portfolio company of ASG CAPCO Corp., a Florida Family Office.

REG A Representative Director

The REG A Shareholders shall be entitled as a group to elect one director to our Board who is planned to be added to the Board at the completion of this Offering.

Qualification

A nominee of the REG A Representative Director shall have the qualifications to serve on a public company board of directors. The qualifications of a nominee of the REG A Representative Director shall include, without limitation, the following: 1) no petitions under federal bankruptcy or state insolvency law have been filed by or against such nominee; 2) no orders for relief have been entered in a bankruptcy case involving such nominee; 3) such nominee has not been involved in any of the disqualifying events under the “bad actor” disqualification provisions set forth in Regulation A under the Securities Act; and 4) such nominee shall have the experience in serving on a board of directors consisted of three or more board members within the last 20 years. Any qualified nominee with experience in pharmaceutical or robotic industry is preferable. The REG A Representative Director shall be a REG A Shareholder yet not a current officer or director of the Company.

Additional obligations and rights

REG A Representative Director has the same fiduciary duties to the Board and the Company as other directors of the Board. In addition to his/her general duties as a director, REG A Representative Director shall also serve on behalf of the REG A Shareholders, but if his/her duties conflict, the fiduciary duties to the Company are paramount.

Nomination and Voting

The process to nominate the REG A Shareholders’ candidates shall commence within fifteen (15) business days after the final closing of the Regulation A Offering. Management of the Company shall communicate internally regarding the qualification of the nominees and facilitate the communication regarding selection of candidates among the REG A Shareholders. The REG A Shareholders as a group are entitled to nominate up to four (4) candidates for the REG A Representative Director, subject to the Company’s vetting of qualification of such candidates, within twenty (20) business days from the date of the management’s communication to propose nominees. Each REG A Shareholder entitled to vote may nominate up to two (2) persons for election. The Company will also nominate one (1) candidate for the REG A Representative Director within twenty (20) business days from the date of the management’s communication to propose nominees.

Following the conclusion of the Regulation A Offering, the Company will provide to the REG A Shareholders instructions on the qualities and exclusions a REG A Representative Director candidate shall possess as a representative guideline, a list of REG A Shareholders entitled to vote (who have allowed us to share their names), and instructions on the nomination process to effect a nomination of up to four (4) qualified candidates. The Company will also provide instructions on how to vote through the Company’s encrypted website allocated to all shareholders and provide for shareholders to opt out of using the encrypted website and provide an alternative for all physical communications. All of the above information will be provided by the Company through the website (or manually for those shareholders who opt out) within fifteen (15) business days of the end of the final closing of the Regulation A Offering. In addition, the Company will provide to the REG A Shareholders the information of the candidate nominated by the Company once such candidate is determined.

The encrypted website is allocated to all the shareholders of the Company, but only REG A Shareholders have the rights to elect a REG A Representative Director. The website shall provide information about REG A Representative Director nomination and voting, such as the candidates’ qualifications, backgrounds, experiences, resumes, presentations on election, and status of the nomination and voting process. Shareholders shall only communicate with the Company through the website regarding instructions and process of nomination and voting, and qualification of candidates.

The Company shall vet all the potential candidates nominated by the REG A Shareholders within twenty (20) business days of the final proposals’ due date to make sure all the candidates up for election are qualified candidates and provide to the REG A Shareholders the information of such qualified candidates. If four (4) or more qualified candidates are nominated by the REG A Shareholders, the Company shall announce a date of initial vote within ten (10) business days after the Company completes vetting all the potential candidates. The initial vote shall occur within fifteen (15) business days after the initial vote announcement date, and the initial vote shall provide an opportunity for the REG A Shareholders to elect the final four (4) candidates. The REG A Shareholders shall vote or abstain within fifteen (15) business days during the initial vote. The four (4) highest vote achievers in the initial vote and the one (1) candidate nominated by the Company shall be the final candidates for REG A Representative Director. The vote may be taken by phone, by mail, by email, through the Company’s encrypted website allocated to all shareholders, through the portal utilized to administer purchases of securities in the Regulation A Offering, or any combination of the above subject to the sole discretion of the Company and the provisions provided in these By-Laws. The Company shall announce a date of vote within ten (10) business days once the five (5) candidates for REG A Representative Director are determined. Such vote for REG A Representative Director shall commence within fifteen (15) business days after the vote announcement date. The REG A Shareholders shall vote or abstain within fifteen (15) business days during the vote. Among the final five (5) candidates, the nominee who receives a majority of votes shall be the REG A Representative Director. If no nominee receives a majority of votes, the two (2) highest vote achievers shall be resubmitted to the REG A Shareholders for a runoff election held immediately after the final tally of the first vote within fifteen (15) business days. The REG A Shareholders shall vote or abstain within fifteen (15) business days during such runoff election.

Regarding the above voting process, the Board will appoint an inspector of election, who shall not be a REG A Shareholder, to certify the votes and announcements on the website or mail, if not subscribed to online voting.

All solicitations and campaigning must be conducted through the aforementioned website. Business and information that will be required and permitted to be used in soliciting votes for the candidates for REG A Representative Director shall be subject to the same requirements for soliciting votes for candidates for other board members.

Campaigning will be allowed at the nomination and voting stages. Candidates’ qualifications, backgrounds, experiences, resumes and presentations on election, if any, may be provided to shareholders through the aforementioned website. No negative campaign statements or comparison statements against other candidates shall be provided to shareholders. Subject to the Board’s sole discretion and the provisions provided in these By-Laws, the Company may adopt additional restrictions and conditions to such campaigning from time to time.

Term of Office

The REG A Representative Director shall serve a term of the earlier of a) two (2) years, or b) if the Series REG A shares are 100% redeemed or re- sold, until thirty (30) days after the last redemption or re-sale date. If the Series REG A shares are not 100% redeemed or re-sold within the two-year term, a new election for the REG A Representative Director shall take place at the same time as the regular election of directors of the Company and in the manner set forth under Section 3.16.3 of the Amended and Restated By-Laws.

Removal

The REG A Representative Director may be removed, with or without cause, by a majority of the REG A Shareholders then entitled to vote at an election of the REG A Representative Director, or by a majority of the directors then in office. If a removal occurs while the REG A Shareholders are still entitled to a REG A Representative Director, and the term of the removed REG A Representative Director has not expired, such remaining term shall be filled as set forth under Section 3.16.7 of the Amended and Restated By-Laws.

Resignation

The REG A Representative Director may resign at any time upon notice given in writing or by electronic transmission to the Company.

Vacancy

Except as otherwise provided in the By-Laws, a vacancy of the REG A Representative Director shall be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. The REG A Representative Director elected to fill the vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred. If the Series REG A shares are not 100% redeemed or re-sold when the above term expires, a new election for the REG A Representative Director shall take place at the same time as the regular election of directors of the Company and in the manner set forth under Section 3.16.3 of the Amended and Restated By-Laws.

We plan to revise our By-Laws after the Initial Closing to include provisions related to the REG A Representative Director and his/her qualifications, obligations and rights, and file a post-Qualification Non-Material Amendment at that time, which would not require a disruption to sales, as we believe such a recording of what is already described in this Offering Circular would not be a material issue for investor consideration.

The Employment Agreement with Santu Rohatgi, which has been filed with the Commission as an exhibit to the offering statement of which this Offering Circular is a part, sets forth that he is entitled to receive “Guaranteed Regular Compensation” in the following annual amounts: “Lookback to 2014”: $90,000 converted to 90,000 granted but unissued non-voting preferred shares with stated value of $2 per share; “Lookback to 2015”: $105,000 converted to 105,000 granted but unissued non-voting preferred shares with stated value of $2 per share ; “Lookback to 2016” $120,000 converted to 120,000 granted but unissued non-voting preferred shares with stated value of $2 per share; “Lookback to 2017”: $150,000 converted to 150,000 granted but unissued non-voting preferred shares with stated value of $2 per share; 2018:$350,000. The Guaranteed Regular Compensation payable in 2018 and for the parts paid in 2021, 2020, and 2019 represents the years since 2013 that any cash compensation has been paid to them.

Mr. Rohatgi’s employment agreement contains provisions for all his guaranteed regular compensation and bonuses to be eligible for inclusion in the Deferred Compensation Plan of the Company. Due to the fact that Mr. Rohatgi has only received cash compensation for the past three years and was not compensated for the prior six years, and the options held by Mr. Rohatgi are not exercisable unless remote future events occur, there has been no compensation to defer, and the Company has not yet prepared a Deferred Compensation Plan document. Further, Mr. Rohatgi’s employment agreement contains a provision for Special Achievement Awards which cause other bonus awards to be granted to him at the discretion of the Board based on the attainment of certain goals or the achievement of certain EBITDA earnings, acquisitions, or offerings. These awards would be awarded in the year following the specific Special Achievement, and are subject to the same terms, conditions, and limitations in accordance with the Guaranteed Regular and Guaranteed Bonus Compensation sections of Mr. Rohatgi’s employment agreement. Mr. Rohatgi’s Employment contract was changed by the Board first not to issue Special Preferred shares for the Base wages as of 2020. Then in 2022, no special preferred shares could be issued for guaranteed bonus or special performance bonus. This change is reflected in the wages payable of 2022 as well as the results ending June 30, 2023.

The Board awarded the following Special Achievement Awards to Mr. Rohatgi for outstanding performance and achievements in furthering the Company’s near term and long-term goals: for the completion of operational, financial, and strategic activities to expand penetration of Kiosks on a multi- state basis; the initiation of successful founder’s capitalization; the SAA is 120,000 Granted but unissued non-voting preferred shares with stated value of $2 per share for 2014; 140,000 Granted but unissued non-voting preferred shares with stated face value of $2 per share for 2015; 155,000 Granted but unissued non- voting preferred shares with stated value of $2 per share for 2016; 170,000 Granted but unissued non-voting preferred shares with stated value of $2 per share for 2017; 170,000 Granted but unissued non-voting preferred shares with stated value of $2 per share for 2018; 350,000 Granted but unissued non- voting preferred shares with stated value of $2 per share for 2019; and 455,000 Granted but unissued non-voting preferred shares with stated value of $2 per share for 2020. In 2022, Mr. Rohatgi was awarded a $300,000 special performance bonus. Moving forward and in 2023, no special performance bonus can be greater than $300,000 in a year.

All Guaranteed Regular Compensation for years 2014 through 2021 that is to be paid by the Company through a grant of a special series of non- voting preferred stock, at a dollar for dollar grant basis, par value $0.0001, and stated value of $2 per share, and not issued to them at the time earned, until one of the following occurs: (1) the attainment of certain levels of EBITDA as defined each year by resolution of the Board; or (2) the cumulative commercial installation of Twenty (20) Smart PharmAssist™ Kiosks; or (3) any other determination by the Board of the Company’s readiness to commence issuance of granted shares of the dollar value at the time of the grant of the special series of preferred non-voting stock representing the Guaranteed Regular Compensation to them. The special series non-voting preferred shall be redeemable by the Company, or if applicable, available for private or public sale in the open marketplace, only in any future year whereupon certain contingencies have been attained by the Company, and shall be further limited to no more than: 12.5% of that year’s EBITDA as reported in the Company’s financial statements, in years in which EBITDA is less than $5,000,000; or 20% of that year’s EBITDA as reported in the Company’s financial statements, in years in which the EBITDA is more than $5,000,000, with any balances still due in any year to be carried forward to the next year, or years, until paid in full.

The Employment Agreement with Santu Rohatgi sets forth that he serves indefinitely on the Board and he shall continue to serve as an officer and director until terminated in accordance with the terms of their Employment Agreements.

Director Compensation

Pursuant to our By-Laws, each director of the Company shall receive such allowances for serving as a director and such fees for attendance at meetings of the Board or the executive committee or any other committee appointed by the Board as the Board may from time to time determine.

We will make an initial grant of restricted shares of our common stock or cash payments to each of our independent directors. All directors will receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board.

In the fourth quarter of 2019, we issued 25,000 shares of Original Common to our new President and Chairman of the board of directors, Mr. Swatantra “Santu” Rohatgi, for his promotion to these positions and for recognition of his value to the Company in his increased responsibilities. Pursuant to board of directors’ decision and our Key Plan, such shares were issued to him for the consideration of an aggregate of $2.50 in cash. Par value is $0.0001 per share, as well as credit of additional paid-in capital value subject to audit and therefore indeterminate at the time of issuance.

In the fourth quarter of 2019, we issued a total of 25,000 shares of our Class A Super Voting Convertible Common stock, which were intended for key employees, contractors, and directors under the Key Plan, for the consideration of an aggregate of $2.50 in cash. Each of our independent director, Mr. David Van Valkenburg, and director, Mr. Roman Rohatgi, was issued 10,000 shares of the Class A Common. Our former CFO, Mr. Frank W. Waters, was issued 5,000 shares of the Class A Common. Such stock has a par value and purchase price of $0.0001 per share, pursuant to awards granted to new directors and officers and key employees under the Key Plan. The purchase price of $0.0001 per share was determined by our board of directors at the time of the origination of the Key Plan. Such shares of stock have ten to one super-voting rights and ten to one conversion rights, as well as preemptive rights.

Our Directors received 27,300 Class A Key Shares in between January 1, 2021 and March of 2022, for their endeavors and attendance at meetings or conferences or video calls. Our Directors received 17,000 Class A Key Shares in between January 1, 2022 and December 31, 2022.

KEY Equity Incentive Plan

In May 2015, our Board adopted the Key Employee and Contractor Stock Purchase Plan, or the KEY.

In 2016, the Company designated 8,000 shares of Class A Common Shares out of 30,000 reserved for future issuance by the Board in exchange for $82,000 of agreed services provided by the contractors. The amount of stock and additional paid in capital amount for services may rise if either the proceeds of our offerings is insufficient to pay the cash portion of their compensation, or they provide additional services after the date of this award. The Company expect five key employees and contractors to split these 8,000 shares. All 8,000 are allocated and scheduled for transfer to the recipients upon processing by our Transfer Agent. According to the KEY, 10% of these shares may be converted to redeemable shares for redemption from future offerings’ proceeds or any other subsequent capital insertion event, or converted to Regulation A shares that may be transferred after our planned Regulation A offering, if any. The aforementioned conversions rights are subject to the selection of the shareholder and the availability of pro-rata proportionate proceeds from this Offering.

In 2017, as a subsequent event, the Company issued an additional 500 shares of Class A Common Shares out of the remaining 22,000 shares reserved for future issuance under the KEY to our management consultants in conversion of an invoice in lieu of cash payment. In 2018, the Company granted but did not issue, 9,000 shares for additional future allotment to expected Key designees and reserved an additional 65,000 shares of Class A Common under Key Plan for future grants and issuances.

In 2019, the Company issued 50,000 shares of Class A Common under Key Plan: 10,000 shares each of Class A Common to David Van Valkenburg and Roman Rohatgi, respectively, 25,000 to Santu Rohatgi, and 5,000 shares of Class A Common to Frank W. Waters, all of which are also disclosed in the Directors’ Compensation Section above. These Directors received 11,300 Class A Key Shares in 2020 and through April of 2021, for their attendance at meetings or conference or video calls.

In 2020, the Company issued 8,300 shares of Class A Common under Key Plan: 4000 shares each of Class A Common to David Van Valkenburg and Roman Rohatgi, respectively, 0 to Santu Rohatgi, and 300 shares of Class A Common to Frank W. Waters, all of which are also disclosed in the Directors’ Compensation Section above. The Company expects to grant and/or issue additional shares of the Class A Common Shares, an amount indeterminate at this time, for exemplary achievements and contributions of other employees and key contractors in 2020 and 2021. As of March, 2022, no such awards have yet been determined.

In 2021, Roman Rohatgi, an outside Director and Founding Shareholder, was awarded 10,000 Class A Key Plan shares and David Van Valkenburg, an outside Director and Founding Shareholder, was awarded 10,500 Class A Key Plan Shares, for their contributions as Board members at numerous Board meetings. In the year 2022, Roman Rohatgi was awarded 6,500 Class A key plan shares as a Board director, and David Van Valkenburg was awarded 10,500 class A key plan shares as a Board director.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

None of the officers and directors of the Company received any salary or compensation from inception through December 31, 2017, approximately five years. Their compensation was converted into certain shares of special series of non-voting preferred stock that have been designated for them but will not be issued until the Company achieves certain levels of EBITDA, revenues, or cumulative Kiosk installation levels that will allow the Company to initiate partial redemption of those special shares from cash flow, if any, according to their employment agreements. Such shares equal to the amount of their salaries and bonus for 2017 have been granted, but they will not be issued any of the designated shares unless the aforementioned levels of achievement are achieved.

Since salaries for the former CEO, former CFO, and full time Controller were initiated for the first time in 2018, a small portion of the former CEO’s and former CFO’s salaries were deferred in 2018, in the same manner as above. Likewise, the salaries of the former CEO, former CFO and President were approximately 50% deferred in 2019 and 2020.

Our president received only $139,422 of the scheduled minimum of $275,000 of his salary of $350,000 during 2021, due to lack of funds available, so $210,578 was added to the balance of the loans payable to him by the Company, at 8% an annual interest rate. These loans are expected to be paid out of the proceeds of this Offering, as available, and to the extent available, during the course of the Offering, as represented in the table of our Use of Proceeds. His Guaranteed Bonus of $350,000 was deferred to the special Preferred shares equal to 350,000 shares, which are contingent as to redemption timing and amount based upon the future results of the Company. Santu Rohatgi was awarded a 2021 Performance bonus in the amount of $300,000. Starting January 2023, no base wages, guaranteed wages, or performance bonus can be converted to Special preferred Shares in the future. Any balance outstanding will be recorded as wages payable and short-term liability.

Directors David Van Valkenburg and Roman Rohatgi each received 10,000 Key Plan common shares for their 2021 attendance and their extraordinary service on the Company Board. Our outside Directors received no cash compensation but were issued 10,000 common shares for 2021.

We have outstanding loans currently payable to Mr. Sandeep Mathow, Mr. Swatantra “Santu” Rohatgi, and ASG, and we may borrow capital for offering costs of this Offering as bridge funds until proceeds of this Offering or other insertions of capital are available. Generally, the Promissory notes have simple interests of 8% to 12% per annum, The loans outstanding are $1,762,657.36 from Santu Rohatgi as of March 31, 2022, and $1,142,035.44 from Sandeep Mathow, and $30,130 from ASG. The simple interests on the loans from Santu Rohatgi is $243,767.57 for the period starting in April, 2019 and ending on March 31, 2022; from Sandeep Mathow is $196,195.39, for the period starting in April, 2019 and ending on March 31, 2022; and from ASG’s loan accrued interest is $7,290.05 from inception through March 31, 2022. Mr. Mathow had payables to the company in the amount of $659,000 approximately. $350,000 was payable for Tyler pharmacy in July 2022, and $309,000 in August of 2022. We will deduct these amounts from the interest and then the principal and report balance remaining in 2023. We expect his loans to the company to fall below $650,000. There are several promissory notes issued to Santu Rohatgi and Sandeep Mathow. The simple interests accrued may be payable from either cash flow or any other inserted capital, and interest after that date becomes payable monthly. Principal is payable from capital contributions, paid in capital, any loans from other sources, sales of assets or securities, or EBITDA, as applicable. However, we may incur indebtedness in the future subject to discretion of the management of the Company for the business development and interests of the Company. If we incur indebtedness, a portion of our cash flow or capital raised in this Offering or future offerings may be dedicated to the payment of principal and interest on such indebtedness.

Remuneration of Executive Officers and Directors of Our Company

Set forth below is a table of remuneration that our executive officers and directors received for our fiscal period ended December 31, 2022:

(1)            Santu Rohatgi did not receive cash compensation for 2022; Mr. Rohatgi was going to be paid $350,000 in salary, a guaranteed bonus of $350,000 and was awarded a special achievement award in the amount of $300,000. None of these were paid as cash compensation. According to Mr. Rohagti’s current employment contract, the compensation cannot be converted to Special Preferred Shares of $1.00 per share. The compensation to Mr. Rohagti for 2022 may be received in 2023, in either cash or shares. The Shares shall be recorded as issued, in whole or in parts when certain events occur, if ever, that trigger the issuance of some, or all, of these Shares, as applicable when such events occur.

(2)            Our two (2) outside Directors were issued 17,000 Class A KEY Plan Shares for their services in attending Board Meetings and completing their responsibilities as members of the Board of Directors of the Company.

(3)            An affiliate of ASG’s incurred expenses, of less than $10,000 in 2022. Expenses were not recorded on the Company’s book and records but may be approved and become payable in 2023.

Employment Agreements

Sandeep Mathow, as former Chairman of the Board and former CEO, and Swatantra Rohatgi, as former Vice Chairman of the Board and former CFO, are the only officers who had entered into employment agreements with the Company through November of 2021. ASG, as Board Advisor, was not paid any compensation during 2018, 2019, 2020, 2021, or 2022 for its role as an Officer of the Company as its Corporate Secretary, which compensation was converted to ASG’s 2022 paid in capital account for those 48 past months at $1,050 per month, as per its agreement with the Company; $11,850 of 2020 invoices related to services related to the Family office loan administration were paid to an affiliate of ASG in 2021.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The table below sets forth, as of the date of this Offering Circular, certain information regarding the beneficial ownership of our stock for (1) each person who is expected to be the beneficial owner of 10% or more of our outstanding shares of any class of voting stock and (2) each of our directors and named executive officers, if together such group would be expected to be the beneficial owners of 10% or more of our outstanding shares of any class of voting stock. Each person named in the table has sole voting and investment power with respect to all of the shares of stock shown as beneficially owned by such person.

The Commission has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after the date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our stock subject to options or other rights (as set forth above) held by that person that are exercisable as of the completion of this offering or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

All options and warrants of the Company as of the date of this Offering Circular, were granted, but not issued, to Mr. Sandeep Mathow and Mr. Santu Rohatgi and issued to ASG. Issuance of the aforementioned securities is contingent upon achievements of certain milestones of the Company described in the section entitled “SECURITIES BEING OFFERED”, in addition to either the Company’s Planned IPO/RPO, if any, with available proceeds of no less than $200,000,000, or the sale of the Company for at least $200,000,000; ASG’s options may be exercised subsequent to this Offering contingent upon certain events.

Our Board may, from time to time, cause shares of capital stock to be issued to directors, officers, employees, consultants or contractors of our Company or its affiliates as equity incentive compensation under the KEY Plan, which shares will have all benefits, rights and preferences as described in the corporate resolutions, filings with the State of Florida, and the Stock Purchase Agreements executed by each Shareholder and the Company at the time of issuance of such Shares, and in the descriptions of all of our securities, both historical, and most current, Offering Circulars filed with the SEC and FINRA.

In November 2019, Sandeep Mathow retired from our Company, which he founded in 2013. He retired from the Board of the Company and ceased to be an officer of the Company. He placed 95.2% of his voting rights in the Company into a voting trust controlled by an Independent Trustee, Vijay Naik. Such trust does not allow the Trustee to vote the shares until the earliest of ninety-one (91) days after the end of the Offering, and only if the Company is actively engaged in a sale of the Company to an unrelated third party in an arms’ length transaction, or if he no longer controls the Conflicting Entity. If he still owns controlling shares of the Company in his Family Trust, and the controlling shares of the Conflicting Entity, the voting trust will continue until one of the conflicting companies is no longer controlled by Mr. Mathow or his Family Trust. Mr. Mathow no longer controls the Company, either as an officer or director or controlling shareholder. He has received no salary or bonus from the Company after his retirement from the Company in November 2019. He will be referred to as the Founder of the Company. He may receive compensation from the Company which has not been paid in the past but accrued, as well as any future pension benefits due, if any. He may also be repaid any loans and interest due and reimbursed.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 Neither our President nor our Corporate Secretary have any conflicts of interest, nor have they entered into any transactions which could potentially place them in a compromised position in relation to their responsibilities to the Company or its shareholders. There are no known issues which could impact or influence their decisions as a member of the Board, or as Advisor to the Board.

We have to date been providing capital in the form of secured preferred equity, in addition to engaging in management agreements and contracts for the direct supervision and operation of our installed Kiosks and national pharmacy management, or manage the affairs related to such assets partially owned by affiliates, special purpose entities related to us, or subsidiaries. We expect to incorporate an affiliate corporation coincident with the availability of proceeds from conducting the Offering, to act as the operating company responsible for implementing part of our plans, under the direction of our Company as its management company. The new affiliate corporation is expected to be a wholly owned subsidiary of the Company, and the Company believes there is no conflict of interest with the management or any third parties. While the affiliate corporation is expected to be incorporated in Florida, its articles of incorporation will be identical in terms and structure to the Company’s Articles of Incorporation, except that this operating affiliate corporation will not have as many Classes or Series of shares as the Company. We intend to eventually have all operations performed by our subsidiaries so that in the future, the Company can function solely as a holding company of various operating subsidiaries through holding company structure.

SECURITIES BEING OFFERED

General

Our Company and shareholders are governed by our Articles of Incorporation and Bylaws. See section entitled “Our Articles of Incorporation and Bylaws” for a detailed summary of the terms of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and Bylaws are filed as exhibits to the Offering Circular of which this Offering Circular is a part. Our Articles of Incorporation provides that our Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share.

We are offering an Offering Amount of $50,000,000 comprised of $45,000,000 of our Series REG A shares, and $5,000,000 of our Class REG A shares. The Series REG A shares, with an offering price of $10.00 per share, has a Stated Value of $12.50 per share, and a Redemption Value of $12.50 per share. The Class REG A Offering Price is $10.00 per share.

The minimum purchase amount by a Prospective Shareholder in this Offering is 900 shares of Series REG A in conjunction with 100 shares of Class REG A, which equals an aggregate amount of $10,000, or the Minimum Purchase Amount. Each individual investment shall maintain a 9:1 ratio on the purchase of Series REG A and Class REG A shares. However, we can waive the Minimum Purchase Amount in our sole discretion. We may accommodate large purchases over $500,000 by allowing all the sale to be Series REG A shares, and thereby offering the corresponding amount of Class REG A shares to be separately sold. Such Class REG A shares would be reserved to be sold to purchasers that desired to purchase less than $10,000 cumulatively. We may also allow reductions in the Selling Commissions and accountable fee reimbursements to purchases over $200,000.

This Offering will terminate on the Termination Date. We refer to any of these three dates as the Termination Date. The Initial Closing will occur at our Company’s and our Lead Placement Agent’s sole discretion after we have received and accepted purchases from our Lead Placement Agent, or the Co-Managers, that are awaiting release from their escrow or omnibus accounts, as applicable, before the Termination Date. The Company does not intend there to be a minimum amount needed to break escrow and would break escrow when our Lead Placement Agent, or the co- managers believe that their first orders are ready for unified transmission. Following the Initial Closing, we intend to hold additional closings on at least a semi-monthly, monthly or bi-weekly basis, at the discretion of the Lead Placement Agent. The Final Closing will occur when the Offering Amount of Offered Shares are sold. Until the Initial Closing, proceeds for purchases received in cash via wire transfer, electronic funds transfer via ACH, or check deposit will be kept in a separate non-interest-bearing Escrow Account held by the Escrow Agent. Upon the Initial Closing, and at each subsequent closing until the Final Closing, the proceeds held in the Escrow Accounts will be distributed to us and the proportionate number of Offered Shares will be issued to the investors. If the Initial Closing does not occur for any reason, the proceeds received to date from this Offering will be promptly returned to investors without interest or offset. If for any reason Lead Placement Agent was unable to perform these functions one of the Co-Managers would step in and continue in a succession capacity.

At this time, there is no public trading market for shares of our common stock and preferred stock.

Upon completion of this Offering and if the Offering Amount is sold, there will be 1,363,400 shares of common stock and 7,230,950 shares of preferred stock issued and outstanding.

Registrar, Paying Agent and Transfer Agent for our Offered Shares Duties

ClearTrust, LLC will serve as the Transfer Agent and Registrar for our Offered Shares. We will pay all fees charged by the Transfer Agent for transfers of our Offered Shares except for special charges for services requested by a common shareholder.

There will be no charge to shares of our common or preferred shareholders for disbursements of our cash dividends, if any. We will indemnify the Transfer Agent, its agents and each of their respective shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

Shares of our preferred and common stock will be held in “uncertificated” digital ledger entry form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and eliminate the need to return a duly executed stock certificate to effect a transfer. This will also expedite transfers and sales, and lower costs for both us and our shareholders.

Dividends

Our Board, in its sole discretion, may determine from time to time to declare and pay dividends out of any funds legally available. Starting from the third anniversary of the acquisition date of the Series REG A shares, the Series REG A shares shall accrue dividends automatically at 6% per annum, recorded quarterly, but subject to cumulative accrual, and may be provided as additional shares of preferred stock, shares of common stock, or cash, at our Board’s sole discretion. The Board also has sole discretion on the format of the dividend of record.

Holders of the Series REG A shares will be entitled to receive cumulative cash dividends on any unredeemed Series REG A shares when, as and if authorized by our Board and declared by us from and including the third-year anniversary of the date of original issuance, as the premium in the Stated Value is intended to act as a benefit during the early holding period. If declared, dividends are payable quarterly in arrears on dates to be designated by the Board. From the date of initiation of dividend entitlement, we will pay dividends at the rate of 6.00% per annum of the $12.50 Stated Value. Dividends will accrue and be paid on the basis of a 360-day year consisting of twelve (12) 30-day months. Dividends on the Series REG A shares will accrue and be cumulative from the end of the most recent dividend period for which dividends have been paid, or if no dividends have been paid, from the date of original issuance. Dividends on the Series REG A shares will accrue whether or not (i) there are funds legally available for the payment of such dividends or (ii) dividends are paid in shares of non-voting preferred stock, or common stock, accrued dividends on the Series REG A shares will not bear interest.

While all classes of shares of common stock are eligible for dividends, we do not plan to declare dividends on our common voting shares until the completion of our Planned Listing or Planned IPO/RPO, if any, or any other source of capital more than $20,000,000 in total. No dividends to purchasers of shares of our common stock are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to our ability to generate positive cash flow from operations.

All dividends are further subject to the discretion of our Board. It is possible that we may have cash available for dividends, but our Board could determine that the reservation, and not distribution, of such to be in our best interest. Holders of our Series REG A shares are entitled to preferred returns before dividends are issued to holders of shares of our common stock.

Liquidating Preferences

No liquidation preference is provided for holders of shares of our common stock.

Please see the section entitled “SECURITIES BEING OFFERED – PREFERRED STOCK – LIQUIDATING PREFERENCES” of this Offering Circular for additional information in connection with liquidation preference provided for holders of our Series REG A.

Preemptive Rights

Our Class REG A has the same preemptive rights as other classes of our common stock. Please see the section entitled “SECURITIES BEING OFFERED – COMMON STOCK – PREEMPTIVE RIGHTS” of this Offering Circular for additional information.

Super-Voting Rights

All of our authorized voting classes of common stock, including the Class REG A shares, contain super-voting rights which allow each share to be entitled to more than one vote.

The Class REG A shares are entitled to five votes per share, our Original Common Shares are entitled to fifteen votes per share, our Class A Common Shares are entitled to ten votes per share, and our Class A+ Common Shares are entitled to eight votes per share. This is not a new feature in securities as it has been a commonly utilized capitalization structure in the 1950’s, 1960’s and 1970’s, but has not been frequently utilized recently as a benefit for shareholders in smaller public or private offerings. We have provided our earliest shareholders, who risked the most both monetarily and illiquidity time-wise, with both higher conversion rates on shares of our common stock and deeper discounts at higher stated and redemption value of our redeemable Preferred Shares. As we progress and grow, accomplishing commercial results with our new technology in both robotics systems and software performance, we offer less returns and lower conversion rates as the risks became lower and shorter in time. One of the benefits of this structure is that in this new format for Regulation A offerings, our shares of preferred stock can offer a potentially speedier redemption, which is not guaranteed, at an equitable yield for the time expected, while shares of our common stock retain attractive features. Their conversion into five shares of the PLS per share of Class REG A provides a hedge against pricing issues on the shares of common stock, since multiple conversions could provide shareholders with an opportunity for potential overall capital gains at a level that companies with not so convertible shares might have a structural challenge to match, although the capital gain is not guaranteed. When all shares of our common stock are converted at the occasion of being listed on a national securities exchange, if ever, all super-voting rights of the classes converted shall cease to exist. The number of shares converted with one vote each will equal the number of votes for each Class REG A Shareholder prior to the conversion.

Except the special voting rights described in this Offering Circular and those rights set forth under Florida laws in certain cases, the Series REG A shares will have no other voting rights. Please see the section entitled “SECURITIES BEING OFFERED – COMMON STOCK – SUPER-VOTING RIGHTS” of this Offering Circular for additional information.

Rights to Reserve a Board Seat to be Elected by REG A Shareholders

Upon the completion of this Offering, the REG A Shareholders shall be entitled to elect a REG A Representative Director to our Board. The REG A Representative Director shall serve only when any of the Series REG A shares are outstanding and resign when they are 100% redeemed or converted upon the Planned IPO/RPO, if at all.

Upon the Planned Listing, if at all, the Class REG A shares would be converted into shares of regular common stock. As a result, Class REG A Shareholders would no longer be entitled to elect a REG A Representative Director while only the Series REG A Shareholders remaining, if any, would still be entitled to elect a REG A Representative Director. We expect that all the Class REG A Shareholders are also Series REG A Shareholders, except for, if any, those shareholders that are accommodated for large purchases of REG A Preferred only, or those, if any, shareholders who purchase only the remaining REG A Common from the REG A Preferred only purchases.

Conversion Rights

All of our classes of shares of common stock authorized and outstanding, including the Class REG A shares contain conversion rights, all of which are matched to the super-voting rights for each class of common stock.

Voluntary Conversion Common Stock

Our Original Common Shares may be converted into shares of any other class of our common stock or stock listed on a national securities exchange, if any, at the appropriate time, but in limited amounts versus the amounts that may be offered as part of the Offering, or future Planned Listing or Planned IPO/RPO, if at all, further subject to investment banker limitations. Class A Common Shares, Class A+ Common Shares and Class AA and AA+ Common Shares may not be converted into Class REG A shares, but are convertible to PLS, if any, subject to investment banker limitations on resale.

All of our common stock may be converted no earlier than one year from the end of this Offering, or one year after the conclusion of the respective offering in which they were issued, as applicable, except in the event that we list our stock on a national securities exchange such as the NYSE American, the NASDAQ Capital Market or the NYSE Chicago, in which case they will be converted to the respective amount of PLS pursuant to each class of common convertibility features.

Mandatory Conversion

Common Stock

Upon the occurrence of a Planned Listing or the Planned IPO/RPO, if at all, a share of Class REG A shall be automatically converted into five shares of PLS; a share of Class A+ Common shall be automatically converted into eight shares of PLS; a share of Class A Common shall be automatically converted into ten shares of PLS; a share of Class AA Common shall be automatically converted into six shares of PLS; a share of Class AA++ Common shall be automatically converted into three shares of PLS; and a share of our issued Original Common shall be automatically converted into fifteen shares of PLS.

If we have obtained a Planned Listing at the end of this Offering, we would only convert any class of our common stock at the time of the Planned Listing in the number of shares that would not cause any integration issues and convert the remaining shares one year and one day after the Final Closing of this Offering. In addition, we are expecting to defer any conversions for our existing Original and Founding Shareholders, who hold the largest amount of issued and outstanding common stock prior to this Offering, within this twelve-month period, as their intent is not to use the Planned Listing or the Planned IPO/RPO as a liquidity event.

In the event of a sale of all our assets, or a sale of a controlling interest in our Company, all of our issued Original Common, Class A Common Shares, Class A+, Class AA and AA+ Common Shares and Class REG A shares will be converted at each class’s super voting conversion ratio, prior to calculation of the payout due per share. We have no current intention to sell our Company or its assets as of the date of this Offering Circular.

Preferred Stock

The Series REG A shares, if any, shall automatically be converted into PLPS upon the Planned IPO/RPO, if at all. Any then outstanding Series A Preferred Shares, Series A+ Preferred Shares, Series AA and Series AA++ Preferred Shares, Special Series 2018 8% Preferred Shares, and some outstanding Original Preferred Shares shall automatically be converted into PLPS upon the Planned IPO/RPO, if at all.

Resale Restrictions

Securities issued pursuant to Regulation A are not restricted securities. However, certain restrictions and limitations, such as available blue-sky exemptions, may apply to the resale of such securities after their initial issuance.

Until we are listed on a national securities exchange as described herein, if at all, in the case of an allowable transfer or resale, each purchaser must first provide us and our Transfer Agent with supporting documents to enable any transfer or resale. All transfers shall be effected by our Transfer Agent.

We do not intend to have our Series REG A shares, nor our Class REG A shares, to be traded publicly at the conclusion of this Offering, as no market exists for such shares, and no market can be effectively developed for such shares, until we list our shares on a national securities exchange, if at all. Moreover, Regulation A specifically requires placing of legends on any securities sold and issued setting forth the resale restrictions.

We have obtained a Mergent report in conjunction with this Offering, which we will update at appropriate intervals. Approximately 37 of the 50 states (which can change without notice to us) accept a Mergent report as sufficient information to allow secondary sales or transfers to be conducted within their states by a resident or business resident in that state. Until we are listed on a national securities exchange, if at all, we plan to maintain our status as “current” pursuant to Mergent requirements. When and if our shares are listed on a national securities exchange, which may provide exemptions from state-by-state registration in most, if not all, states.

The sales of the Offered Shares are being recorded and administered by ClearTrust, LLC, an independent Transfer Agent licensed by the SEC, and will be held in digital format only. The required legend is provided separately to shareholders coincident with the purchase of the Offered Shares. You will receive regular statements of your ownership from the Transfer Agent and also gain access to such information through both ClearTrust’s and our Company’s encrypted websites.

Common Stock

Dividend Rights

Our Board has no plans, prior to a listing on a national securities exchange, if at all, to pay dividends on shares of any class of our common stock.

Our shares of preferred stock enable shareholder dividend or premium participation.

Liquidating Preferences

No liquidation preference is provided for holders of our common stock.

Preemptive Rights

All of our classes of common stock authorized and outstanding, or granted but remain unissued, contain preemptive rights, including the Offered Shares, to purchase additional Shares, $0.0001 par value per share. There is no difference between the preemptive rights granted in any class of our common stock versus any other class and all classes are equal as to preemptive rights.

The preemptive rights for all classes of our common stock are available upon either of the following events: (1) they may be exercised by shareholders when we issue, or have issued over any period, 1,000,000 or more voting shares of any class or no class, excluding any Commission recognized national exchange listed offering, or the Planned Listing, and any voting shares issued in the Planned Listing; or (2) they may be exercised by shareholders when we issue any amount of common stock for no, or de minimis, value. We may set a reasonable time period over which the preemptive rights may be exercised, subsequent to written notification.

Operatively, this means that: (a) since public offerings are excluded in the count towards the availability of exercise of preemptive rights, the Voting or Super-Voting common shares issued in those public offerings, if any are successful, are not included in the 1,000,000 share level that triggers the availability of preemptive rights for all of our issued Voting or Super-Voting Common Stock; and, (b) since the availability of the exercise of preemptive rights is triggered by events that must occur in the future, and may never occur, the availability of the preemptive rights is automatic, and all Shareholders can avail themselves of these rights. If for any reason in the future we, or our Transfer Agent, is unable to notify any Shareholder, including Shareholders of this Offering, of the availability of the exercise of preemptive rights, our Board may exercise these rights on behalf of unreachable Shareholders, and advance the nominal funds required at Par Value to purchase such Shares, until we have resolved any disparities regarding contact information. Our Board may determine operative modifications from time to time to address any issues that may arise in the future that cannot be contemplated at the time of this Offering, but such operative procedures modified by our Board, if any if ever, relating to the availability of these preemptive rights shall not function to be more restrictive to the rights of the Shareholders, and any new procedures shall bear the clear intent of benefiting the Shareholders, and not further restricting them in any way. The Board assumes no potential liabilities for any claims by Shareholders related to any tax, estate, or other legal proceedings pertinent to any specific Shareholders’ circumstances or issues, and Shareholders, by the purchase of their Shares in this Offering, hereby hold the Board harmless in making such commercially reasonable good faith decisions related to preemptive rights.

We shall use any commercially reasonable methods to notify shareholders of the triggering of the availability of exercising preemptive rights. The preemptive rights represent a beneficial feature for our shareholders.

Super-Voting Rights

Holders of shares of all classes of our voting common stock will vote together, as a group, with holders of Class REG A shares, on matters to which the holders of common stock are entitled to vote.

On each matter voted on at a shareholders’ meeting, the Original Common Shares have fifteen to one super-voting rights, Class A Common Shares have ten to one super-voting rights, Class A+ Common Shares have eight to one super-voting rights, Class AA Common Shares have six to one super-voting rights, Class AA+ Common Shares have three to one super-voting rights, and the Class REG A shares have five to one super-voting rights. In circumstances of the Planned Listing or the Planned IPO/RPO, sale of the majority of assets, or change of control of SRXS, if ever, all of our Common Shares issued and outstanding, will be automatically converted at the respective multiples of their respective Classes to the PLS, which will then have one voting right per share for the new expanded number of shares. Conversion ratios to different classes of common stock will be in accordance with their voting rights, i.e., with five to one super-voting rights, a share of Class REG A can be converted into five shares of PLS upon the aforementioned conversion events, if at all, and each PLS will be entitled to one vote. Shareholders will maintain same voting interest before and after conversion events occur, but cumulative value of the shares will be enriched after the conversion for purposes of sales of securities or proceeds of sales of assets. All of our authorized voting classes of common stock, including the Class REG A Shares, contain super-voting rights which are entitled to more than one vote after the conversion.

Upon the aforementioned conversion events, if at all, our Class REG A shares are entitled to five votes per share, our Original Common Shares are entitled to fifteen votes per share, our Class A Common Shares are entitled to ten votes per share, our Class A+ Common Shares are entitled to eight votes per share, our Class AA Common Shares are entitled to six votes per share, and our Class AA+ Common Shares are entitled to three votes per share. We have provided our earliest shareholders, who we consider risked the most both monetarily and illiquidity time wise, with higher conversion rates on shares of our common stock and deeper discounts at higher stated and redemption value of our redeemable preferred shares. As we have progressed, grown and accomplished commercial results with our new technology in both robotics systems and software performance since our inception, we offer less discounts and lower conversation rates. When all shares of our common stock are converted upon the Planned Listing or the Planned IPO/RPO, if at all, all super- voting rights shall cease to exist.

Generally, the affirmative vote of a majority of all votes cast is necessary to take shareholder action, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director and except as set forth in the FBCA.

Each shareholder entitled to vote on a matter may do so at a meeting in person or by proxy directing the manner in which he or she desires that his or her vote be cast or without a meeting by a consent in writing or by electronic transmission. Any proxy must be received by us prior to the date on which the vote is taken. Unless otherwise provided in the articles of incorporation, action required or permitted by FBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted.

Exchanges of Securities

Our Original Common Shares may be exchanged for shares of any other class of our common stock or stock listed on a national securities exchange, if any, at the appropriate time, but in limited amounts versus the amounts that may be offered as part of the Offering, or future Planned Listing or Planned IPO/RPO, if any, further subject to investment banker limitations. Class A Common Shares, Class A+ Common Shares and Class AA and AA+ Common Shares may not be exchanged for Class REG A shares, but are exchangeable for PLS, if any, subject to investment banker limitations on resale. We plan to redeem some, if not all, the Series A Preferred Shares, some Series A+ Preferred Shares and some Original Preferred Shares, including some nominal conversions from our Key, in this Offering, and the remaining amount not yet redeemed, from proceeds of our Planned IPO/RPO, if at all. These plans may not materialize if this Offering or subsequent planned offerings do not provide sufficient proceeds to both expand our operations as we plan and pay part, or all, of the redemptions we schedule. More details related to our use of proceeds of this Offering are available in the section entitled “Use of Proceeds to Issuer.”

We are not allowing any sales of our previously issued shares of common stock in conjunction with this Offering. The first opportunity for public sales of any classes of shares of our common stock will be during our Planned Listing or Planned IPO/RPO, if at all.

There is no assurance that this Offering will be successful enough to provide 100% redemption of the Series A Preferred Shares, which have priority of redemption from proceeds over our Original Preferred Shares, Series A+ and AA Preferred Shares, but it is our intent to redeem the Series A Preferred Shares first, and some Series A+ Preferred Shares according to their stock purchase agreements, and some Original Preferred Shares, pari passu, if full redemption of the planned portions of holdings is not possible.

Preferred Stock

Our Articles of Incorporation, as amended, authorizes our Board, without further shareholder action, to provide for the issuance of up to 50,000,000 shares of preferred stock, $0.0001 par value per share, in one or more series, with such terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption, as our Board approves. As of the date of this Offering Circular, our Board has classified 450,000 shares as Series REG A shares.

Liquidating Preferences

If we liquidate, dissolve or wind-up, holders of shares of the Series REG A shares will have the right to receive $12.50 per share of the Series REG A shares, plus an amount equal to all accrued and unpaid dividends (whether or not authorized or declared) to and including the date of payment, before any distribution or payment is made to holders of shares of our other series of preferred stock or shares of any class of our common stock and any other class or series of capital stock ranking junior to the Series REG A shares as to rights upon our liquidation, dissolution or winding up. The Company is not required to redeem at Stated Value or any other value based on an instrument. Following payment of any accrued but unpaid preferred returns to our Series REG A shares, liquidating distributions will be shared pari passu between shares of our common stock and our Series REG A shares, subject to the proportionate rights of any other class or series of our capital stock ranking on parity with the Series REG A Preferred Shares as to rights upon our liquidation, dissolution or winding up, junior to the rights of any class or series of our capital stock expressly designated as having liquidation preferences ranking senior to the Series REG A Preferred Shares, and in all instances subject to payment of, or provision for, our debts and other liabilities.

Original, Series A, Series A+, Series AA, Series AA+, Series AA++, and Preferred Series 2018 Special 8% Shares

As of the date this Offering Circular, we have issued to our Founding Shareholders 2,163,800 shares of Original Preferred, 269,150 shares of Series A Preferred, 215,000 shares of Series A+ Preferred, 13,500 shares of Series AA Preferred, 30,000 shares of Preferred Series 2018 Special 8%, and 32,500 shares of Series AA++ Preferred shares, all of which are non-voting and eligible for redemption, partially or fully, in offerings, or at the time of a sale of the Company or change of control, or a liquidation.

Each of the shares of our series of issued preferred stock has identical liquidation rights, which include security interests in the assets, tangible or intangible, acquired or assigned to their series with the funds representing each Series Paid in Capital, and proceeds pro-rata divided from the proceeds of any liquidation if those proceeds are insufficient to repay all of the Paid in Capital.

Dividends

Holders of the Series REG A shares will be entitled to receive cumulative cash dividends on any unredeemed Series REG A shares when, as and if authorized by our Board and declared by us from and including the third-year anniversary of the date of original issuance, as the premium in the Stated Value is intended to act as a benefit during the early holding period. If declared, dividends are payable quarterly in arrears on dates to be designated by the Board. From the date of initiation of dividend entitlement, we will pay dividends at the rate of 6.00% per annum of the $12.50 Stated Value. Dividends will accrue and be paid on the basis of a 360-day year consisting of twelve (12) 30-day months. Dividends on the Series REG A shares will accrue and be cumulative from the end of the most recent dividend period for which dividends have been paid, or if no dividends have been paid, from the date of original issuance. Dividends on the Series REG A shares will accrue whether or not (i) there are funds legally available for the payment of such dividends or (ii) dividends are paid in shares of non-voting preferred stock, or common stock, accrued dividends on the Series REG A shares will not bear interest.

Our Series A Preferred Shares include a potential cash dividend to be paid when the Company has sufficient earnings and cash flow to pay a rate of 6% per annum of the $15 Stated Value, or a Company voluntary stock dividend of 6%, or a dividend upon redemption after one year of ownership in with cumulative calculation from the 1st year anniversary to the date of redemption, pro rata.

Our Series A+, our Series AA, our Series AA+, and Series AA++ Preferred include no potential cash dividend, but the Company may pay a voluntary stock dividend in an amount to be determined by the Board, if any.

Our Preferred Series 2018 Special 8% has no premium to its stated value compared to its purchase price, both of which are $10 per share. Its redemption value is also $10 per share and it carries an 8% dividend that is payable in cash upon redemption.

Our Original Preferred bears no dividend rights.

Voting Rights

Except in respect of the special voting rights described below and in our descriptions of shares, the Series REG A shares, Series A Preferred Shares, Series A+ Preferred Shares, Series AA Preferred Shares, Preferred Series 2018 Special 8% Shares and Original Preferred Shares will have no voting rights except those rights afforded by Florida law in certain cases.

So long as any Series REG A shares remain outstanding, in addition to any other vote or consent of shareholders required by our Bylaws, we will not, without the affirmative vote or consent of the holders of at least two thirds of the outstanding Series REG A shares voting together as a single class with shares of any other series of preferred stock upon which like voting rights have been conferred, authorized, created or issued, increase the number of authorized or issued shares of, any class or series of capital stock ranking senior to the Series REG A shares with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up, reclassify any of our authorized capital stock into such capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase such capital stock.

Planned Redemption of Series A Preferred Shares, Series A+ Preferred Shares, Series AA Preferred Shares, Preferred Series 2018 Special 8% Shares and Original Preferred Shares

We plan on redeeming our Founding Shareholders’ Short Term Bridge Loans principal of up to $4,163,156.12 before we redeem any preferred shares, or if proceeds receipts allow, redeem prorata simultaneously. We plan to redeem all of our Series A Preferred Shares, all of our Series A+ Preferred Shares, and our Special Series 2018 8% Preferred owned by our non-management and non- director Founders, and a percentage of Original Preferred Shares, owned by our management, directors and advisors, with available proceeds from this Offering, as a priority redemption. As of the date this Offering Circular, we have issued to our Founding Shareholders 2,163,800 shares of Original Preferred, 269,150 shares of Series A Preferred, 215,000 shares of Series A+ Preferred, 13,500 shares of Series AA Preferred, 30,000 shares of Preferred Series 2018 Special 8%, and 32,500 shares of Series AA++ Preferred. We plan to spend approximately $14,486,000 if we sell the Offering Amount of $50,000,000, $4,224,600 of which is a priority status in this Offering, or any other institutional placement, if sufficient proceeds are available in proportion to the total net proceeds to redeem some, if not all, shares of our Series’ of Preferred Shares We plan to redeem all of the Series’ of our Founders’ Shares, and an indeterminate number of shares of Original Preferred Shares depending upon the available proceeds from this Offering. Any remaining of the Series’ of Preferred Shares, and part of the remaining Original Preferred Shares, which have not been redeemed in this Offering, are expected to be redeemed from the proceeds available from any institutional capital investment or the Planned IPO/RPO, or the sale of the Company or its assets, the merger of the Company involving a change of control, or the liquidation or winding down of the Company, if at all.

If we are unable to redeem the priority amounts of approximately $4,224,600, of our Series A Preferred Shares, Series A+ Preferred, and Special Series 2018-8% Preferred, as well as some Original Preferred, as we planned, we expect to redeem lesser amounts on a pro-rata basis per shareholder as proportionate to the funds available. If such amounts are redeemed, the remaining Series A, A+, Special Series 2018 8% Preferred and some Original Preferred shares issued and outstanding shall be eligible for the next priority redemption of approximately $3,020,721 in our Planned IPO or RPO or any other institutional placement, if at all, which amount consists of $2,607,650 of remaining Stated Value and $413,071 of premiums attributed to planned deferrals to the Planned IPO or RPO. In the event we are not able to redeem all Series A Preferred Shares, Series A+ Preferred and Original Preferred Shares, we will not redeem the Series 2018 Special 8% shares from the gross offering proceeds of this Offering, but from other sources inclusive of an institutional placement, or other borrowings. If insufficient proceeds are available to redeem any part of the he Series AA shares, they will not be redeemed from the gross offering proceeds of this Offering, as was the agreement with those Shareholders at the time of their purchase of the Shares.

If we do not, for any reason, redeem all the scheduled Series A Preferred Shares, Series A+ Preferred Shares and Original Preferred Shares in these offerings, we will initiate partial redemptions in intervals subject to cash flow availability until either we accept an institutional placement of equity or debt, or our internal growth is sufficient to warrant another offering, or we sell the Company to a larger entity or fund, if at all.

If we are forced to redeem these various Series’ of preferred stock in partial amounts either in this Offering, an institutional placement, or the subsequent Planned IPO/RPO, if at all, or from other placement or loans, or from cash flow, we may begin with redeeming by priority the earliest issued Series A Preferred Shares first, the ones dating back to 2014, 2015 and 2016, then the Series A issued in 2017, and then the Series A+ issued in 2017, pari passu with Original Preferred Shares, in amounts to be determined by the Board as determined by circumstances at the time.

In general, if we receive more than $40,000,000 from this Offering, up to the Maximum of $50,000,000, we intend to redeem more of the outstanding Series’ of Preferred than was agreed with each Shareholder at the time of their purchase, which we believe to be a benefit to these Shareholders. We also believe that the manner in which we handle past Shareholders is an indication to potential REG A Shareholders that we will fairly treat their redemptions as any redemptions occur during this Offering, if any, since REG A Shareholders will be expecting their Preferred Shares to be likewise handled fairly when it is time for their redemptions

If we sell, merge, liquidate, conduct our Planned IPO/RPO, or receive an additional institutional capital insertion in, the Company, all redemptions occur simultaneously, and the priority of redemption from sales proceeds will be subject to the terms set forth in each shareholder’s stock purchase agreement.

Planned Redemption of Series REG A Shares

We plan to redeem the Series REG A shares, comprised of 4,500,000 shares at the Stated Value of $12.50 per share, for a total Redemption Value of $56,250,000, in full or part, when we receive sufficient proceeds from our Planned IPO/RPO, which may be approximately fifteen months after the Final Closing of this Offering, if at all.

Shareholders shall retain their Class REG A shares after redemption of the REG A Preferred, irrespective of when or how the Series REG A shares are redeemed. One of the risks of this Offering is that we may not raise sufficient proceeds to both continue our operations as planned and make a timely redemption of both the principal and yield represented by the Stated Value of the Series REG A shares.

Current Issued and Outstanding Shares of Preferred Stock

Issuance of Additional Securities and Debt Instruments

Subject to certain restrictions under applicable Florida laws and our Articles of Incorporation, our Board is authorized to issue additional securities within the number of authorized securities specified in our Articles of Incorporation, including shares of common stock, preferred stock, convertible preferred stock and convertible debt, for cash, property or other consideration on such terms as it deems advisable, and to classify or reclassify any unissued shares of capital stock of our Company into other classes or series of stock. We may issue debt obligations with conversion privileges on such terms and conditions as the directors may determine, whereby the holders of such debt obligations may acquire shares of our common stock or preferred stock. We may also issue warrants, options and rights to buy shares on such terms as the directors deem advisable, despite the possible dilution in the value of the outstanding shares which may result from the exercise of such warrants, options or rights to buy shares, as part of a ratable issue to shareholders, as part of a private or public offering or as part of other financial arrangements.

Our most likely purpose to incur short-term debts would be to fund the up-front costs of providing inventory for multiple Kiosks installed during short periods of time, such as fulfillment of a retail chain store agreement, an acquisition of an existing pharmacy or pharmacy license, or costs of this Offering. For example, if we obtain a contract to install 200 Kiosks in an existing or newly built retail chain store, and it has an inventory of $50,000 to $75,000 to start, it will require us to finance $10,000,000 to $15,000,000 for a six-month to nine-month period until several turns which allow us to recoup 100% of this inventory investment at profit if we were responsible for the initial inventory. Because the Offering Amount is only $50,000,000, we believe it would be beneficial to our shareholders by utilizing relatively inexpensive short-term inventory debts to cover this purpose.

Our most likely purpose to incur medium and long-term debts would be adding additional equipment in our regional operation centers and national headquarters, as well as adding additional real estate mortgages in conjunction with pharmacy acquisitions and vertical product manufacturing integration facility acquisitions.

We provide our new directors, David Van Valkenburg and Roman Rohatgi, with SRXS Key shares and cash payments as part of their compensation for serving on our Board. We also anticipate providing our new REG A Director, who will be elected by or subsequent to the completion of this Offering, with SRXS shares and cash payments as part of his/her compensation for serving on our Board. Our directors who also serve on a committee will be compensated more than directors who do not serve on a committee.

Restrictions Imposed by the USA PATRIOT Act and Related Acts

In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, the securities offered hereby may not be offered, sold, transferred or delivered, directly or indirectly, to any “unacceptable investor,” which means anyone who is:

PLAN OF DISTRIBUTION

We previously engaged Andes Capital, LLC., who is a registered broker-dealer and member of FINRA, as one of our Co-Managers, to act in concert to manage FINRA filing processes for the Offering and offer the Offered Shares to Prospective Shareholders on a best efforts basis. We provided that in the future, we may engage other registered broker-dealers to act as Lead Placement Agent and/or other Co-Managers. The Co- Managers are expected to form a syndicate of other experienced registered broker-dealers and investment banks who are also regulated by FINRA, or licensed state by state, to act as selected dealers, or the Selling Group Participants, to offer our shares to Prospective Shareholders as they determine, in connection with this Offering. We also may engage a number of RIAs, licensed either with the Commission or individual states, to offer our Offered Shares.

As was previously represented and planned we have now officially engaged, Castle Placement, LLC as Lead Placement Agent, on April 28, 2023, and paid Castle Placement, LLC, $20,000 as a retainer with its engagement. We included the $20,000 paid to Castle within the accountable expense reimbursement of 0.18%. Additionally if necessary, Castle’s fees in this Offering will be reduced as appropriate to ensure that at no time will the aggregate amount of underwriting compensation be equal to or greater than the previously reported up to 7.99% of the gross proceeds of this Offering. A copy of that Engagement Agreement will be an exhibit to this Offering Circular. All of the Terms and Conditions including Lead Placement Agent fees remain applicable as was previously reported in this document. The new Lead Placement Agent may utilize other co-Managers or build a syndicate of other FINRA Broker/Dealers at its sole discretion.

We will pay the Co-Managers sales commissions and concessions up to 5.50% of the gross offering proceeds for sales of Offered Shares by the Lead Placement Agent and/or Co-Managers, or the Selling Commissions, which it may re-allow, in whole or in part to the Selling Group Members, and a fee up to 2.20% of the gross offering proceeds, or the Co-Manager Fee, which it may re-allow, in whole or in part to the Selling Group Members. We will also pay the Co-Managers an accountable expense reimbursement of up to 0.18%of the gross offering proceeds for fees related to their clearing and facilitation services, their legal and due diligence fees and other expenses approved by the Company as further described herein. We agreed to pay, prior to the Offering, up to approximately 0.11% of the gross offering proceeds on expenses such as reasonable travel and food costs of Selling Group Participants and RIA’s, and advertising. The aggregate amount of underwriting compensation is estimated to be up to 7.99% of the gross proceeds of this Offering.

The Company agreed to pay Andes Capital a refundable fee of $5,000 to perform the clerical work in connection with the FINRA 5110 form filing and $1,250 for Andes legal counsel for due diligence and legal fees for working with the Company to make the FINRA 5110 filing. Upon the issuance of a no objection letter by FINRA an additional fee of $5,000 was allocated to Andes Capital and $1,250 to its legal counsel. We have included the $10,000 paid to Andes within the accountable expense reimbursement of 0.18% but did not include the $2,500 legal fee.

The Co-Manager Agreements do not give rise to any commitment by the Co-Managers to purchase any of the Offered Shares, and except for those terms and conditions that we agree to be bound, the Co- Managers will have no authority to bind us by virtue of the Co-Manager Agreement. Further, this Offering will be conducted on a best-efforts only basis and therefore, the Co-Managers do not guarantee that we will be able to raise any capital in this Offering. The Co-Managers may engage a number of Selling Group Participants to assist with sale of this Offering. Broker-dealers who desire to become members of the Selling Group will be required to execute a Selected Dealer agreement, or the Selected Dealer Agreement, with our Co-Managers either before or after the date of this Offering Circular. We expect to continue engaging Co-Managers and their underlying Selected Dealers until the Offering is completely sold, or until the Offering term, plus any allowable extensions, ends, or until we terminate the Offering prior to obtaining all $50,000,000 of proceeds, and expect that the Co-Managers in the early stages of the Offering may reach points at which they have achieved as much in sales as is advisable for their respective clients, so that at some point their volume of sales would diminish, and new Co-Managers and Selected Dealers would be required to complete the sale of the Offering.

Our Registrar and Transfer Agent, ClearTrust, LLC, will administer the recording of the purchases of the Offered Shares and interface with our Escrow Agent or any payment agent that may be hired to facilitate this process.

We intend to commence the Offering sales and may utilize both the Broker Dealer and RIA channels, as well as Reg A experienced Platforms that have achieved success in obtaining proceeds in excess of $20 million average per offering, so as to accelerate the receipt of proceeds during the Pandemic by utilizing both channels.

The Platform

This Offering will terminate on the Termination Date. The Initial Closing will occur at our Company’s and our Lead Placement Agent’s sole discretion after we have received and accepted purchases from our Lead Placement Agent that are awaiting release from their escrow or omnibus accounts, as applicable, before the Termination Date. The Company does not intend there to be a minimum amount needed to break escrow and would break escrow when our Lead Placement Agent believes that its first orders are ready for unified transmission. Following the Initial Closing, we intend to hold additional closings on at least a semi-monthly, monthly or bi-weekly basis, at the discretion of the Lead Placement Agent. The Lead Placement Agent, together with Co-Managers, will conduct the closings for purchases generated by the Selling Group. The Final Closing will occur on the Termination Date. Until the Initial Closing, proceeds for purchases received in cash via wire transfer, electronic funds via ACH transfer, or check deposit will be kept in a separate non-interest-bearing Escrow Account held by our Escrow Agent. Upon the Initial Closing, and at each subsequent closing until the Final Closing, the proceeds held in the Escrow Account will be distributed to us and the Offered Shares will be issued to the investors. If the Initial Closing does not occur for any reason, the proceeds will be promptly returned to investors without interest.

All funds must be transmitted directly by wire, via ACH transfer, or check deposit to the specified bank account maintained by the Escrow Agent per the instructions of purchase. The Escrow Agent will notify the Transfer Agent when the full amount necessary for Initial Closing has been received. Once the total amount of collective purchases accepted by us and supported by cleared funds in either: (a) a purchaser’s brokerage account at the Selling Group Participant or its clearing company; or (b) at the Escrow Account maintained by the Escrow Agent equal to or is greater than the Initial Closing amount decided by the Company, funds will be transferred from purchasers to us for the Initial Closing.

Our officers and directors may participate in the sales process for this Offering. We may pay reduced or no selling commissions and/or expense reimbursements or fees in connection with the sale of Offered Shares to:

For purposes of the foregoing, “immediate family members” means such Person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in-law” relations as well as such persons so related by adoption. In addition, participating brokers contractually obligated to their clients for the payment of fees on terms inconsistent with the terms of acceptance of all or a portion of the selling commissions and/or expense reimbursements or fees may elect not to accept all or a portion of such compensation. In that event, such shares will be sold to the investor at a per share purchase price, net of all or a portion of selling commissions and/or expense reimbursements or fees. All sales must be made through a registered broker dealer participating in this Offering, and investment advisors must arrange for the placement of sales accordingly. The net proceeds to us will not be affected by reducing or eliminating selling commissions and/or expense reimbursements or fees payable in connection with sales through RIAs or bank trust departments.

In directly sourcing investors, our officers and directors will rely on Rule 240.3a4-1 of the Securities Exchange Act of 1934, that associated persons of an issuer deemed not to be brokers. The applicable portions of the rule state that associated persons of an issuer, which include natural persons who are officers, directors, partners or employees of the issuer and its affiliates, shall not be deemed brokers if such persons a) perform substantial duties at the end of the offering for the issuer; b) are not broker-dealers; and c) do not participate in selling securities more than once every twelve months, except for any of the following activities: i) preparing written communication, but no oral solicitation; or ii) responding to inquiries provided that the content is contained in the applicable registration statement; or iii) performing clerical work in effecting any transaction.

No payments have yet been paid to Seller Group members or RIAs and no non-cash compensation, in the form of food above $100 per occurrence or any other form, has been paid to date. In May/June of 2019, 0.11% of the gross offering proceeds was agreed with FINRA to be paid and included as Broker Dealer compensation for FINRA calculations, prior to the Offering, on expenses such as reasonable travel, food costs above $100 per occasion of Seller Group Participants and RIAs, and advertising. The only item already paid to date was for the independent FactRight due diligence report, which cost approximately $23,000, and which vendor and their attorneys are not Broker Dealers nor associated persons, and therefore not a participant in the Offering. No travel or advertising expenses have been paid as of now.

Delivery of Offering Circular in Electronic Form Only

After the qualification date and prior to or concurrently with the delivery of any written offer to purchase our shares, the Co-Manager through which you invest in this Offering will provide you with a copy of the final Offering Circular by (i) electronic delivery by email; or, (ii) the uniform resource locator, or the URL, to where the final Offering Circular may be accessed on the SEC’s Electronic Data Gathering, Analysis and Retrieval System, or EDGAR. If a Prospective Shareholder receives the preliminary Offering Circular, the soliciting dealer will deliver the final Offering Circular to such Prospective Shareholder, either electronically or via the EDGAR URL at least 48 hours before such Prospective Shareholder will be permitted to acquire our Offered Shares.

Investment Procedures

Prospective Shareholders investing in our shares, whether through our Co-Managers or directly from us, will acquire our Offered Shares in digital book entry format recorded on both the books and records of our Transfer Agent and our Company. No paper certificates will be issued.

We engaged ClearTrust, LLC, as our Company’s Registrar and Transfer Agent. They will also administer the recording and communications related to shares sold in this Offering. Each shareholder’s records will be available immediately after the record date of the purchase of the Offered Shares. Our Transfer Agent will apply for DTC eligibility of the Offered Shares. Shares issued through DTC Settlement will be held in the name of DTC, or its nominee, Cede & Co., on the books of ClearTrust, LLC.

The process for investing through any of our Co-Managers or Selling Group Participants shall be the same. Each broker-dealer will be required to obtain certain qualifying information related to the Prospective Shareholder’s suitability and eligibility to purchase the Offered Shares. Once such data is gathered, the Prospective Shareholder’s money will be placed in the escrow account with our Escrow Agent, until either the Initial Closing of this Offering, or if the Initial Closing is achieved, at the next closing or until the Final Closing.

All investors will be required to complete and execute the Subscription Agreement filed as an exhibit to the offering statement of which this Offering Circular is a part. The Subscription Agreement is available from our Lead Placement Agent, or from the Company and should be delivered to the party that you received the Subscription Agreement from or to the Company, together with payment in full by check or wire or ACH of your Purchase Price in accordance with the instructions in the Subscription Agreement.

There are simple written representations with plain English that each purchaser must make in compliance with federal and state securities rules and law, and suitability requirements added by us, as well as the Underwriter and Co-Managers and the Selected Dealers.

Upon purchase of the Offered Shares, a shareholder’s shares will be held either by ClearTrust, LLC, or in “street name” through a DTC or the clearing firm for the broker dealer through which the purchase was executed.

Each closing shall be based on the dollar value of the investments contained in the Escrow Account. At each subsequent closing there is no prescribed amount required to be deposited in the escrow accounts awaiting closing, so we will schedule closings at various time intervals and sweep all funds of order up to each such closing date to affect the purchases pursuant to that schedule. We may also modify that schedule from time to time.

Pricing of the Offering

Prior to the commencement of the Offering, there has not been and there will not be a public market for the Offered Shares or any of our shares. The Offering Price was determined by the Board and bears no relationship to our assets, net worth, or any other objective or quantitatively derived criteria. The principal factors considered in determining the Offering Price include:

Future valuation of shares of our common stock may be determined pursuant to future offering purchase prices, such as our Planned Listing or Planned IPO/RPO, if at all, or by book value as a result of an audit of our financial statements, or by an independent third party qualified valuation firm(s).

The Series REG A shares were priced at a discount to its Stated Value, which is two dollars and fifty cents ($2.50) less than the Stated Value of $12.50 per share. The Stated Value also represents the Redemption Value of these shares, which means that their redemption by us, if any, or their conversion to other series of non-voting shares, would require the $12.50 Stated Value to be paid in cash or equal to the value of the shares so converted, irrespective of the type of redemption or sale. The Company is not required to redeem at Stated Value or any other value based on an instrument. The final pricing shall be determined by our Co-Managers and us, based upon a number of factors including, the ease of marketing and ratio basis versus the Class REG A shares offered alongside the Series REG A shares, since the price is arbitrary for this redeemable Preferred.

There is no other correlation to any valuation of the Series REG A shares, except that it has a collateral interest in any assets created from funds invested in this Offering. Such values of the assets are based on US GAAP and could be either lesser or greater than the value of the investment.

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons (i.e., companies). Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)I of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

How much can you invest if you are a non-accredited investor?

If you do not meet any of the categories listed below, you are a non-accredited investor in this Offering. Non-accredited investors may invest in this Offering if no more than: (a) 10% of the greater of annual income or net worth (for natural persons); or (b) 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

How much can you invest if you are an accredited investor?

If you meet any of the following categories, you are an accredited investor as defined under Rule 501 of Regulation D. Accredited investors are exempt from the above limitation. If you meet one of the following tests you should qualify as an accredited investor:

Offering Period and Expiration Date

This Offering will start as soon as practicable after this Offering Circular has been qualified by the Commission and will terminate on the Termination Date.

Book-Entry, Delivery and Form

Ownership of any common or voting class or series of shares shall be in book entry form (digital encrypted secured) on the stock record of our registered Transfer Agent. The Company shall maintain and adjust as required by our Transfer Agent, any non-common or non-voting class or series of shares denoted only in journal or notarial form and shall bear a description of the class or series of securities so issued as to the rights, limitations and privileges so conferred at the time of their issuance. In addition, the Company shall maintain records for any common voting stock issued which includes preemptive rights, other than the Original Shares, which acceded to the preemptive rights of the shares for which they were exchanged, shall bear a description as to the rights, limitations and privileges of preemption.

The shares held by our Transfer Agent will be held in “street name.” We anticipate that the nominee holder will be DTC or its designee, Cede & Co. So long as nominees as described above are the registered owners of the certificates representing the Offered Shares, such nominees will be considered the sole owners and holders of the Offered Shares for all purposes of the Offered Shares, with respect to the Offered Shares. Beneficial Owners of Offered Shares will not be entitled to have certificates representing the same registered in their names, will not receive or be entitled to receive physical delivery of the Offered Shares in definitive form and will not be considered the owners or holders under the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Each person owning a beneficial interest in the Offered Shares registered to DTC or its designee must rely on either the procedures of DTC or its designee in order to exercise any rights of a shareholder.

The Depository Trust Company

We have obtained the information in this section concerning DTC and its book-entry systems and procedures from sources that we believe to be reliable. The description of the clearing system in this section reflects our understanding of the rules and procedures of DTC as they are currently in effect. DTC could change its rules and procedures at any time. We are not obligated to update the information provided herein on DTC’s systems or procedures if such systems or procedures change after the date marked on this Offering Circular.

DTC will act as the depository for the Offered Shares registered in the name of its nominee, Cede & Co. DTC is:

DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through a system of electronic book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.

Direct participants of DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants. Indirect participants of DTC, such as securities brokers and dealers, banks and trust companies, can also access the DTC system if they maintain a custodial relationship with a direct participant.

If the Offered Shares become DTC eligible, purchases of the Offered Shares must be made by or through direct DTC participants, which will receive a credit for the Offered Shares on DTC’s records. The ownership interest of each beneficial owner will in turn to be recorded on the books and records of the direct and indirect DTC participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect DTC participants through which purchases of the Offered Shares were executed. Transfers of the Offered Shares are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests.

Conveyance of notices and other communications by DTC to direct DTC participants, by direct DTC participants to indirect DTC participants and by direct DTC participants and indirect DTC participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

IMPORTANT PROVISIONS OF FLORIDA CORPORATE LAW AND OUR CHARTER AND BYLAWS

The following is a summary of some important provisions of Florida laws, our Articles and our Bylaws in effect as of the date of this Offering Circular, but it is not a complete description of our Articles, our Bylaws or any combination of the two. Copies of our Articles and our Bylaws are filed as exhibits to the Offering Circular of which this Offering Circular is a part.

Our Articles of Incorporation and Bylaws

Shareholder rights and related matters are governed by the Florida General Corporation Law, and our Articles and Bylaws. Provisions of our articles and bylaws, which are summarized below, may make it more difficult to change the composition of our Board and may discourage or make more difficult any attempt by a person or group to obtain control of our Company.

Board of Directors

Subject to our shareholders’ rights to consent to certain transactions as provided under the FBCA, the business and the property of our Company shall be managed and controlled by the Board. Our Bylaws and Articles of Incorporation, as amended, provide that the number of directors of our Company shall be between two to nine.

With the exception of Mr. Rohatgi, who shall serve on the Board until he resigns, and he will not be up for election at annual meetings of the corporation until he no longer jointly controls, with the Mathow Family Trust, the majority of voting shares of the Company, or the Company is sold. Our Board has three-year staggered terms, and at each succeeding annual meeting, the shareholders shall elect directors for a full term or the remainder thereof. Each director shall hold office for the term which elected and until his or her successor shall be elected and shall qualify. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. Except as otherwise stated, vacancies in the Board, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, though less than a quorum; except that vacancies resulting from removal from office by a vote of the shareholders may be filled by the shareholders at the same meeting at which such removal occurs provided that the holders of not less than seventy-five percent (75%) of the outstanding voting shares of capital stock of the Company entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director. All directors elected to fill vacancies shall hold office for a term expiring at the time at which the term of the class to which they have been elected expires. Unless otherwise restricted by law, the Articles or the By-Laws, any director, other than Mr. Swatantra Rohatgi who shall serve indefinitely on the Board until he resigns, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. The notice of any special meeting called to remove a director will indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

The Board may, at any meeting, by majority vote of the Board, elect from the directors an executive committee, audit committee and/or a compensation committee or any other committee that the Board so determines is in the best interest of the Company. The committees shall consist of such number of members as may be fixed from time to time by resolution of the Board. The officer-directors, by virtue of their offices shall be members of the committees. Unless otherwise ordered by the Board, each elected member of a committee shall continue to be a member thereof until the expiration of his term of office as a director.

The executive committee may, while the Board is not in session, exercise all or any of the powers of the Board in all cases in which specific directions shall not have been given by the Board; except that the executive committee shall not have the power or authority of the Board in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws, declaring a dividend, authorizing the issuance of stock or adopting a certificate of ownership and merger.

Officers

The Board has the authority to select the officers of our Company. Under our Bylaws, the officers of the Company may be a president (who shall be a director), one or more executive vice-presidents, a secretary, a treasurer, and such other officers as may from time to time be elected or appointed by the Board, including such additional vice-presidents with secretaries and assistant treasurers as may be determined by the Board. In addition, the Board may elect a chairman of the Board and may also elect an executive chairman and vice-chairman, each of whom must also be a director, or may elect such positions as officers of the Company, but the Chairman, Executive Chairman or Vice Chairman need not be officers as well as Directors. Any two or more offices may be held by the same person, except that the offices of president, Chief Executive Officer or Chief Operating Officer, and the office of Corporate secretary, may not be held by the same person. In its discretion, the Board may leave unfilled any office except Chairman, treasurer and Corporate secretary; and, that in the presence of a Chief Executive Officer, there need be no President, or in the presence of a President, there need be no Chief Executive Officer. Our officers are: (i) Santu Rohatgi, Chairman of the Board and President (iv) Brent Clark, Interim Controller; and (v) ASG Corporate Finance Corp., our Interim Corporate Secretary.

The Board appoints the officers. Each officer shall hold office until his successor shall have been duly elected or appointed or until his death or until he shall resign or shall have been removed by the Board. Each of the salaried officers of the Company shall devote his entire time, skill and energy to the business of the Company, unless the contrary is expressly consented to by the Board or the executive committee. Our CEO is in charge of the general affairs of our Company, subject to the oversight of the Board. Any officer may be removed by the Board upon a super-majority vote whenever, in its judgment, the best interests of the Company would be served thereby. The Board shall consider the consequences of such removal in the case of officers who serve pursuant to employment or other contractual agreements.

Committees of the Board of Directors

Our Board may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full board meeting.

Authorized Stock

Our Company may issue up to 100,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share.

The Board of the Company is authorized, subject to limitations prescribed by law, to provide from time to time for the issuance of the shares of preferred or common stock in one or more classes or series, and by filing an amendment to the Articles of Incorporation pursuant to the applicable law of the State of Florida, as and if applicable, to establish from time to time the number of shares to be included in each such class or series, and to fix the designation, voting, powers, terms, preferences and rights of the shares or each such class or series and any qualifications, limitations or restrictions thereof. According to our Articles of Incorporation, each class or series shall respectively possess the rights, powers and preferences as set forth by resolution of the Board, but once resolved, any changes to the rights, powers, preferences or features of any class series of common or preferred stock requires a 2/3’s vote of the respective holders of that applicable class or series of stock.

Meetings

The annual meeting of the shareholders shall be on the second Friday in May of each year at 10:00 a.m. local time, or at such other date or time as shall be designated from time to time by the Board and stated in the notice of the meeting, for the election of directors and for the transaction of such other business as may come before the meeting. A special meeting of the shareholders may be called at any time by the written resolution or request of a majority or more of the members of the Board, the chairman or executive chairman or vice chairman or president, or any executive vice president, and shall be called upon the written request of the holders of fifty percent (50%) or more in amount, of each class or series of the capital stock of the Company entitled to vote at such meeting on matters that are the subject of the proposed meeting.

Dividends

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the Company may be declared in such amounts and at such time or times as the Board may determine. Before payment of any dividend, there may be set aside out of the net profits of the Company available for dividends each sum or sums as the Board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board may determine to be in the best interests of the Company, and the Board may modify or abolish any such reserve.

Paid in Capital of the Company

The Company desires to provide for the return of the audited paid in capital of the Company to the shareholder(s) of the Original Shares, or any such future holders of such shares by transfer, sale or exchange, in the following manner:

The holders of the Original Common Shares issued, in the amounts as so adjusted as provided hereto, shall have the right to a return of 100% of the paid in capital of the Company, not otherwise allocated to other classes or series of equity issued by the Company, in amounts as represented in the reviewed or audited financial statements of the Company, as applicable, at times to be determined by the Board, as appropriate and consistent with regulatory rules; and, that the Board shall authorize any required resolutions to effect such payments to the holders of such shares from time to time; and authorizes its Officers to take such actions required to effect such timely payments as approved by the Board.

Capital Calls

The Board of Directors is hereby authorized, at its discretion, to make any capital calls to its Founding shareholders, Principals, Officers, or Directors as may be required, from time to time, to maintain sufficient operating or the net capital of the Firm within the covenants or regulatory guidelines, as well as provide adequate operating capital in respect to the nature of the business conducted by the Firm. Founding Shareholders, for the purposes of this Section, shall mean shareholders who hold any series of preferred stock or classes of common stock that were issued to them prior to the initial public offering of the Company. Such capital may take the form of paid in capital, or it may be in payment in whole or parts of the issuance of new shares, or it may be the payment in whole or parts of shares issued or reserved for eligible stock ownership programs of the Company. Capital calls shall not be made to shareholders who purchase their shares in any public offerings or private placements pursuant to Regulation D or Regulation S. However, capital calls may be made to shareholders who are considered Qualified Institutional Buyers or Qualified Purchasers, as long as their shares are not acquired in a public offering.

Class REG A and Series REG A Shareholders are exempt from any capital calls by the Company.

Amendment

Shareholders entitled to vote may amend, alter, or repeal our Articles and our Bylaws. Our Board may amend, alter or repeal our Bylaws as well.

Limitation of Liability and Indemnification

FBCA sets forth that a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless: (a) The director breached or failed to perform his or her duties as a director; and (b) The director’s breach of, or failure to perform, those duties constitutes: (i) A violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not stop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; (ii) A transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) A circumstance under which the liability provisions of unlawful distributions are applicable; (iv) In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (v) In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

Our By-Laws provide that the directors shall not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability (i) for any breach of the director's duty or loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.

Florida law requires a corporation, unless its articles provides otherwise, which our Articles does not, to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity and permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

However, a Florida corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

Finally, FBCA sets forth that expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the corporation pursuant to this section. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.