Preliminary Offering Circular Dated December 23, 2016

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor maythere be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

TMPOS, INC

$300,000

2,000,000 OF COMMON STOCK AT $.15 PER SHARE

Minimum Investment: 10,000 shares ($1,500.00)

We are offering a maximum of 2,000,000 shares of common stock on a “no minimum/best efforts” basis. There are no arrangements to place the funds received in an escrow, trust, or similar arrangement and the funds will be available to us following deposit into the Company’s bank account. The offering will continue until the earlier of March 31, 2017 (which date may be extended for up to 60 days at our option) or the date when all shares have been sold. Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in “Use of Proceeds” in this Offering Circular. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock.

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.

There is currently no trading market for our common stock. We intend to apply to have our shares of common stock approved for trading on the OTCQB marketplace upon the completion of this offering.

These are speculative securities. Investing in our shares involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 6.

		Price to public				Underwriting discount and commissions (1)				Proceeds to Company (2)			Proceeds to other persons
Per share		$	0.15				-			$	0.15		$	0
Total (4):		$	300,000				-			$	300,000		$	0

____________

(1)	We do not intend to use commissioned sales agents or underwriters.
(2)	Does not include expenses of the offering, estimated to be $75,000 including legal, accounting and other costs of registration. See "Use of Proceeds"and “Plan of Distribution.”

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The United States Securities and Exchange Commission does not pass upon the merits of 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 solicitation materials. 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 follows the disclosure format of Regulation A.

3235 Satellite Blvd. Suite 290

Duluth, GA 30096

Phone: 678-820-8382

The date of this Preliminary Offering Circular is _____________, 2017

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Offering Circular Summary	5
Risk Factors	6
Dilution	14
Plan of Distribution	15
Use of Proceeds	16
Description of Business	16
Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Directors, Executive Officers and Significant Employees	21
Compensation of Directors and Executive Officers	22
Security Ownership of Management and Certain Security holders	22
Interest of Management and Others in Certain Transactions	23
Securities Being Offered	24
Financial Statements for fiscal years ended December 31, 2015, and for the six-month period ended June 30, 2016.	F-1
PART III—EXHIBITS	26
SIGNATURES	27

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Offering Circular concerning the business of the Company are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Offering Circular, unless the context indicates otherwise, references to "TMPOS," "we," the "Company," "our" and "us" refer to the activities of and the assets and liabilities of the business and operations of TMPOS, Inc., a Georgia corporation.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Our Business" and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will" and "would" or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

·

Our ability to successfully develop material revenue streams from the sale of our Point of Sale products with customization, installation and technical support of ThanksMatrix or other business software;

·

Our dependence upon external sources for the financing of our operations, particularly given that our auditors' report for our December 22, 2016 consolidated financial statements, which are included as part of this Offering Circular, contains a statement concerning our ability to continue as a "going concern";

·

Our ability to effectively execute our business plan;

·

Our ability to manage our expansion, growth and operating expenses;

·

The effect of disruptions in or impairments to our customers’ ability to use our computer programs

·

Our ability to retain and grow our customer base;

·

Our ability to enter into, sustain and renew customer arrangements on favorable terms;

·

Our ability to evaluate and measure our business, prospects and performance metrics;

·

Our ability to compete and succeed in a highly competitive and evolving industry;

·

Our ability to respond and adapt to changes in technology and customer behavior; and

·

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

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OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire Offering Circular, including our consolidated financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this Offering Circular. Unless otherwise stated, all references to “us,” “our,” “we,” the “Company” and similar designations refer to TMPOS, Inc.

Company Information

We were initially formed as TMPOS, LLC under the laws of the State of Georgia on October 26, 2015. We were reorganized as TMPOS, Inc. on November 29, 2016. Our principal executive office is located at 3235 Satellite Blvd. Suite 290 Duluth, GA 30096, and our telephone number is 678-820-8382.

Our website is tmpospro.com. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

Overview

Our customers are responsible for buying themselves the specialized business management software for which we offer to customize, install and provide technical service.

We hire technical personnel as independent contractors to provide customization and installation of related business management software as well as on-going technical support for systems we install. Some of these contractors have specific experience with the ThanksMatrix product, and we use these contractors for our jobs involving ThanksMatrix software.

We have a referral agreement with an Affiliate, EsolutionTG LLC, owned by our President Mr. Lee’s spouse, to refer exclusively to us for sale by us of our POS hardware, customized installation and on-going support of their ThanksMatrix software program, a customizable, multi-functionalBusiness Management SoftwareSuite and related hardware. Their ThanksMatrix product provides a combination of business management software, specifically as follows:

	·	Customer Relation Management (“CRM”) function holds all customer relationship information such as contact information, sales history, relationship class – retailer or client and the like.
	·	Account Information System (“AIS”), a money flow control system with send and track custom invoices, track income and expenses, create and manage estimates, manage and pay bills, and instant sales and profit reports
	·	Workgroup Management ("WM") helps users to monitor and follow up each project and tasks so that the project workflow goes smoothly,
	·	Serve customers financial transactions at their store location with Point of Sale System(“POS”), and
	·	Franchise Management System (“FMS”), a scalable data management system, through which each business owner can monitor all multi stores at home or office remotely, helping a franchise headquarters to control its inventory and money flow with this one platform.

For every ThanksMatrix Referred Customer of Referrer as set forth below, we agree to pay a one-time fee (“Referral Fee”) of Four Percent (4%) of the gross proceeds of sales received by TMPOS from the Referral. For the purposes of this Agreement, “Gross proceeds of sales" means the value proceeding or accruing from the sale of tangible personal property, digital goods, digital codes, digital automated services, and/or for other services rendered, without any deduction on account of the cost of property sold, the cost of materials used, labor costs, interest, discount paid, delivery costs, taxes, less sales allowances, sales discounts and sales returns.

We also issued EsolutionTG LLC 5,000,000 shares of stock as additional consideration under the Referral Agreement.

 

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Significant Business, Product and Service Actions since Inception

Since inception, including activities taken by our predecessor TM POS, LLC, we have taken the following steps to implement our business plan:

	·	Company set up
		·	Incorporate company in state of Georgia
		·	Set up main executive office in Duluth, Georgia
		·	Opened up bank account for the company

Obtained a loan of $49,298 as of June 30, 2016 from Mr. Lee, our President. The loan is an oral agreement, no interest, payable upon demand. Mr. Lee has orally committed but is not legally required to loan us an additional $50,702 upon the same terms and conditions.

	·	Execute an exclusive worldwide Referral Agreement with our Affiliate EsolutionTG, LLC to refer their ThanksMatrix CRM customers who need POS products and customization, installation and technical support services for ThanksMatrix CRM that we provide, as EsolutionTG does not offer hardware or technical support.
	·	Worked with EsolutionTG, LLC to customize the ThanksMatrix CRM package for Franchise Management
	·	Commenced sales activities, including contacting prospective customers for our products and services from inception on October 26, 2015 to June 30, 2016 generating $40,470 for on-site tech support and system installation as of June 30, 2016.

The Offering

Common stock offered by us	2,000,000 Shares
Common stock to be outstanding immediately after this offering	43,260,000 Shares
Use of proceeds	We intend to use approximately $225,000 of net proceeds from this offering to for recruiting, product development and marketing. See “Use of Proceeds” on page 16.
Risk factors	You should carefully read “Risk Factors” on page 6 in this Offering Circular for a discussion of factors that you should consider before deciding to invest in our common stock.

Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below along with all of the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our common stock. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

 

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Any investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this Offering Circular before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We face risks in developing our POS products and services and bringing them to market. We also face risks that we will not be able to implement our business plan to competition, or we risk that our business model may fail. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risk Factors Related to the Business of the Company

Although we have engaged in operational activities since inception, we have not yet generated significant operational revenues, meaning that we have an evolving and unpredictable business model and the management of growth and we may never generate operating revenues.

Although we have engaged in operational activities since inception and generated minimal revenues, our lack of significant operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth due to future advances in technology, methods or processes by our competitors. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our product offerings, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

We have generated minimal revenues from operations, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of December 2016 we have generated minimal revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

There is substantial doubt about our ability to continue as a going concern and if we are unable to generate significant revenue or secure additional financing we may be unable to implement our business plan and grow our business.

We are a development stage company and are in the process of developing our business plan to sell POS products coupled with customization and installation of related business management software, focusing initially on customers purchasing ThanksMatrix software from EsolutionTG LLC, or Affiliate, as well as on-going technical support for systems we install, by phone or computer or on-site. Consequently, we have only generated $42,143 in revenues, all for on-site tech support and system installation and none from sale of POS products from inception through June 30, 2016. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2016. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from our stockholders.

There is uncertainty regarding our ability to implement our Plan of Expanded Operations as described above and to grow our business to a greater extent than we can with our existing financial resources, also described above, without additional financing. We have no agreements, commitments or understandings to secure additional financing at this time except our President Mr. Lee’s oral agreement to loan the Company up to $100,000 in loans, no interest, due upon demand, to cover operational expenses until we generate positive cash flow. Our long-term future growth and success is dependent upon our ability to commence selling our POS products, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ability to fully implement our Plan of Expanded Operations as described below and grow our business to a greater extent than we can with our existing financial resources, also described below.

 

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Industry Risks

POS equipment sales coupled with customized business software and support with is an emerging yet competitive industry and many of our competitors have greater resources that may enable them to compete more effectively.

We will compete with several domestic and international companies that offer a range of specialized POS equipment products and services similar that compete in the same market. Some of our competitors have greater resources than we do, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products that will directly compete with our product lines, and new, more efficient competitors may enter the market. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

Our targeted customer base is diverse and we face a challenge in adequately meeting each group's needs.

Because we will serve multiple types of businesses, we must work constantly to understand the needs, standards and technical requirements of several different customer groups and must devote significant resources to developing products and services for their interests. If we do not accurately predict our customers' needs and expectations, we may expend valuable resources in developing products that do not achieve broad acceptance across the markets.

Our success depends on adoption of our installation of products and services by our various types of potential customers. Customers may be reluctant to change and upgrade their existing POS equipment and business software due to fear of disruption.

Acceptance of our POS products and services will depend on several factors, including: most significantly the risk of business disruption as well as cost, ease of use, familiarity of use, convenience, timeliness, strategic partnerships, reliability. If we fail to adequately meet our customers' needs and expectations, our product offerings may not be competitive and our ability to commence or continue generating revenues could be reduced. We also cannot be sure that our business model will gain wide acceptance among all targeted customer groups. If the market fails to continue to develop, or develops more slowly than we expect, our ability to commence or continue generating revenues could be reduced.

Competing forms of specialized POS equipment may be more desirable to consumers or may make our POS products obsolete.

There are currently several different competing specialized POS equipment technologies that are being marketed to our potential customers. Further development of any of these technologies may lead to advancements in in technology that will make our POS products obsolete. Consumers may prefer alternative technologies and products. We cannot guarantee that users of POS who will be using our equipment will continue to grow within the industry as a whole. Any developments that contribute to the obsolescence of our POS products may substantially impact our business reducing our ability to commence or sustain generating revenues.

Damage claims against our POS products could reduce our sales and revenues.

If any of our POS products are found to cause injury or damage, the Company could suffer financial damages. We have not had significant claims for damages or losses from our POS products to date. The Company does not carry products liability insurance. Any claims for damages related to the products we will sell could damage our reputation and reduce our revenues.

 

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If we are unable to protect our proprietary and technology rights our operations will be adversely affected.

Our success will depend in part on our ability to protect our proprietary rights and technologies. Our failure to adequately protect our proprietary rights may adversely affect our operations. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use trade secrets or other information that we regard as proprietary. Specifically, independent contractors we hire to provide technical support may breach confidentiality agreements for proprietary information the obtain during their work performed for us. Based on the nature of our business, we may or may not be able to adequately protect our rights through patent, copyright and trademark laws. Our means of protecting our proprietary rights in the United States or abroad may not be adequate, and competitors may independently develop similar technologies. In addition, litigation may be necessary in the future to:

	·	Enforce intellectual property rights;
	·	Protect our trade secrets;
	·	Determine the validity and scope of the rights of others; or
	·	Defend against claims of infringement or invalidity.

Any such litigation could result in substantial costs if we are held to have willfully infringed or to expend significant resources to develop non-infringing technology and would divert the attention of management from the implementation of our business strategy. Furthermore, the outcome of litigation is inherently difficult to predict and we may not prevail in any litigation in which we become involved.

Disruption with our relationships with the vendors of our products could negatively affect our sales.

The Company has not as yet experienced significant problems in obtaining its POS products from suppliers. However, there is no guarantee that some of the current suppliers may not be able to continue to provide our POS products from our current suppliers. We have no written agreements with any of our suppliers and order these parts from different vendors on a purchase order basis. If the POS equipment does not meet quality standard, the equipment is not accepted by us. This could cause a shortage of those parts in inventory resulting in back orders and even cancellations of orders. Sales of existing products in inventory may not be sufficient to use all stock on hand before we can obtain replacement parts from other vendors. This could reduce or eliminate our revenues.

Risks Related to Management and Personnel

Disruption with our relationships with independent contractors we retain to provide customization, installation and technical support services could negatively affect our sales.

The Company has not as yet experienced significant problems in retaining the independent contractors needed to provide customization, installation and technical support services that we offer. However, there is no guarantee that the contractors with the requisite technical skills will be available when we need them. We have no written agreements with any of these contractors and retain them on a “per job” basis. If we need but are unable to obtain qualified replacement contractors, this could cause delays in fulfilling our orders and even cancellations of orders, any of which could reduce or eliminate our revenues.

We depend heavily on Mr. Sang G Lee, CEO/CFO and Director. The loss of his services could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions Mr. Sang G Lee, CEO/CFO and Director. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees in addition Mr. Sang G Lee, CEO/CFO and Director. Loss of the services of Mr. Sang G Lee, CEO/CFO and Director could significantly deplete our institutional knowledge held by our existing senior personnel. We depend on the skills and abilities of Mr. Sang G Lee, CEO/CFO and Director in managing the products development, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

 

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Mr. Sang G Lee, CEO/CFO and Director has no experience selling POS products and services directly to customers which could adversely affect our ability to implement our business plan and commence generating revenues.

Mr. Sang G Lee, CEO/CFO and Director, has no experience selling POS products and services directly to customers. His lack of experience in these areas could adversely affect our ability to implement our business plan and commence generating revenues.

Our sole officer and director has no experience managing a public company which may inhibit our ability to implement successfully our business plan.

We have never operated as a public company. Mr. Sang G Lee, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

Risks Related to the Offering and the Market for our Stock

Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in “Use of Proceeds” in this Offering Circular.

There is no minimum offering amount. If we do not raise the maximum proceeds, funds raised may not be sufficient to complete all plans of the Company as set forth in “Use of Proceeds” in this Offering Circular, which could inhibit our ability to commence to generate revenue.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCQB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our shares should be considered totally illiquid, which inhibits investors' ability to resell their shares.

 

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We have the right to issue additional common stock and preferred stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment.

We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up to 100,000,000 shares of preferred stock in the discretion of our Board. The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

Georgia law and certain anti-takeover provisions of our corporate documents and our executive employment agreements could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders.

Our articles of incorporation and bylaws contain a number of provisions that may delay, deter or inhibit a future acquisition or change in control that is not first approved by our board of directors. This could occur even if our shareholders receive an attractive offer for their shares or if a substantial number or even a majority of our shareholders believe the takeover may be in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain approval from our board of directors prior to pursuing a transaction. Provisions that could delay, deter or inhibit a future acquisition or change in control include the following:

·

10,000,000 shares of blank check preferred stock that may be issued by our board of directors without shareholder approval and that may be substantially dilutive or contain preferences or rights objectionable to an acquirer;

·

the ability of our board of directors to amend our bylaws without shareholder approval;

These provisions could also discourage bids for our common stock at a premium and cause the market price of our common stock to decline. In addition, these provisions may also entrench our management by preventing or frustrating any attempt by our shareholders to replace or remove our current management.

Investors in this offering will experience immediate and substantial dilution.

If all of the shares offered hereby are sold, investors in this offering will own less than 4.6% of the then outstanding shares of common stock, but will have paid over 99.8% of the total consideration for our outstanding shares, resulting in a dilution of $0.146 per share. See "Dilution."

There currently is no public trading market for our securities and an active market may not develop or, if developed, be sustained. If a public trading market does not develop, you may not be able to sell any of your securities.

There is currently no public trading market for our common stock, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your shares.

 

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If our stock is ever quoted on an OTC or other stock market, we will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that if we become an SEC reporting company and secure a qualification for quotation for our securities on an OTC Market, our common stock will become a "penny stock", and we will become subject to Rule 15g-9 under the Exchange Act, or the "Penny Stock Rule". This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 1,260,000 shares of our common stock held by non-affiliates and 40,000,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

All of these shares are subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. There are further limitations on the ability to resell under Rule 144 as we are only a Regulation A reporting company and 144 is only available six months a year. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Because we do not have an audit or compensation committee, shareholders will have to rely on our directors, none of whom is not independent, to perform these functions.

We do not have an audit or compensation committee comprised of an independent director. Indeed, we do not have any audit or compensation committee. The board of directors performs these functions as a whole. No members of the board of directors are an independent director. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Because we lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company's financial personnel to advise the Board on such matters, we are subject to increased risk related to financial statement disclosures.

We lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company's financial personnel to advise the Board on such matters. Accordingly, we are subject to increased risk related to financial statement disclosures.

 

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Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.

Our officers, directors and majority shareholders, including EsolutionTG, an Affiliate, are the beneficial owners of approximately 96.9% of our outstanding voting securities prior to this offering and 92% of such securities assuming the Maximum Offering is sold. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 our common stock held by non-affiliates exceeds $700 million as of a December 31 fiscal year end, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Special Information Regarding Forward Looking Statements

Some of the statements in this Offering Circular are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future developments, other than as required by law. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

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Dilution

If you invest in our shares, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our capital stock after this offering. Our net tangible book value as of December 23, 2016 was $(112,035), or $(0.0027) per share of outstanding common stock. Without giving effect to any changes in the net tangible book value after December 231, 2016 other than the sale of 2,000,000 shares in this offering at the initial public offering price of $0.15 per share, our pro forma net tangible book value as of December 23, 2016 was $187,965 or $0.0043 per share of outstanding capital stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of our shares in this offering and the net tangible book value per share of our capital stock immediately afterwards. This represents an immediate increase of $0.0071 per share of capital stock to existing shareholders and an immediate dilution of $0.146 per share of common stock to the new investors, or approximately 97.3% of the assumed initial public offering price of $0.15 per share. The following table illustrates this per share dilution:

		Maximum Offering
Initial price to public						$	0.15
Net tangible book value as of December 31, 2015		$	(0.0027	)
Increase in net tangible book value per share attributable to new investors		$	0.0071
As adjusted net tangible book value per share after this offering						$	(0.0043	)
Dilution in net tangible book value per share to new investors						$	0.146

The following table summarizes the differences between the existing shareholders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price per share paid, on a maximum offering basis:

Maximum Offering:

		Shares Purchased								Total Consideration								Average Price Per
		Number				Percent				Amount				Percent				Share
Licensors			5,000,000				11.6	%		$	0				0	%		$	0.00000
Founders			35,000,000				80.9	%			600				0.2	%		$	0.00002
New investors			2,000,000				4.6	%			300,000				99.8	%		$	0.15000
Service Provider			1,260,000				2.9	%			0				0	%		$	0.00000
Total			43,260,000				100.0	%		$	300,600				100.0	%

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Plan of Distribution

We are offering a total of up to 2,000,000 shares of Common Stock, $0.0001 par value (the "Shares") in a best-efforts, $300,000 maximum, direct offering under Regulation A - Tier 2, without any involvement of underwriters or broker-dealers. The offering price is $.15 a share. The offering will terminate on August 1, 2016, subject to our right to extend the offering for an additional 90 days at our discretion. There can be no assurance that all or any of the offering will be subscribed.

Subscriptions for shares of our common stock are irrevocable once made, and funds will only be returned upon rejection of the subscription. There is no arrangement to place the funds in an escrow, trust or similar account. All funds will be available to us following deposit into our bank account.

Our officers and directors will participate in the offer and sale of our shares of common stock, and rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Although Sang Lee is an associated person of the Company as that term is defined in Rule 3a4-l under the Exchange Act, he does not believe that he should be deemed to be a broker for the following reasons:

	·	He is not subject to a statutory disqualification as that term is defined in Section 3(a) (39) of the Exchange Act at the time of his participation in the sale of our securities.
	·	He will not be compensated for his participation in the sale of company securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
	·	He is not an associated person of a broker or dealer at the time of participation in the sale of company securities.

Sang G Lee will restrict his participation to the following activities:

	·	Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; provided, however, that the content of such communication is approved by a partner, officer or director of the issuer;
	·	Responding to inquiries of potential purchasers in communication initiated by the potential purchasers, provided, however, that the content of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document;
	·	Performing executive and clerical work involved in effecting any transaction.

We have not retained a broker for the sale of securities being offered. In the event we retain a broker who may be deemed an underwriter, an amendment to the Offering Circular will be filed.

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Use of Proceeds

We estimate that, at a per share price of $.15 the net proceeds from the sale of the 2,000,000 shares in this offering will be approximately $300,000, after deducting the estimated offering expenses of approximately $75,000.

The net proceeds of this offering will be used primarily to fund the effort for the next stage of our development plan, which is to build the ThanksMatrix CRM Franchise Management System prototype and create the engineering design documents.

Accordingly, we expect to use the proceeds of the Maximum Offering as follows:

USE		AMOUNT				PERCENTAGE
Establish ecommerce website for TMPOS		$	15,000				5.00
Complete engineering design & prototype Franchise Management System		$	70,000				23.33
Locate and bring onboard the expanded Executive Team		$	20,000				6.67
Gain EMV [Chip Card Reader] Certification		$	35,000				11.67
Manufacturing of the box and logo printing for POS Products with TMPOS Logo printed on each parts and POS cover design by TMPOS For, this amount of money is necessary.		$	20,000				6.67
Develop Distribution Channels		$	40,000				13.33
Implement Marketing Plan		$	25,000				8.33
Offering Expenses (1)		$	75,000				25.00
TOTAL		$	300,000				100.00

____________

(1)	Expenses of the offering, estimated to be $75,000.00 include legal and accounting costs of registration. The amount not paid from the proceeds of the offering will be paid from the Company's existing cash resources.

To the extent we raise less than the Maximum Offering, after paying a maximum of $75,000 of Offering Expenses from the proceeds of this offering (with any remainder paid from existing Company funds), we will first complete engineering and then if additional funds remain they will next be applied to work on the Franchise Management System prototype.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our commercialization effort, our product being currently only in the prototype stage, the amount of cash available from other sources and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Description of Business

Company Information

We were initially formed as TMPOS, LLC under the laws of the State of Georgia on October 26, 2015. We were reorganized as TMPOS, Inc. on November 29, 2016. Our principal executive office is located at 3235 Satellite Blvd. Suite 290 Duluth, GA 30096, and our telephone number is 678-820-8382.

 

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Overview

Our customers are responsible for buying themselves the specialized business management software for which we offer to customize, install and provide technical service.

We hire technical personnel as independent contractors to provide customization and installation of related business management software as well as on-going technical support for systems we install. Some of these contractors have specific experience with the ThanksMatrix product, and we use these contractors for our jobs involving ThanksMatrix software.

We have a referral agreement with an Affiliate, EsolutionTG LLC, owned by our President Mr. Lee’s spouse, to refer exclusively to us for sale by us of our POS hardware, customized installation and on-going support of their ThanksMatrix software program, a customizable, multi-functional Business Management Software Suite and related hardware. Their ThanksMatrix product provides a combination of business management software, specifically as follows:

	·	Customer Relation Management (“CRM”) function holds all customer relationship information such as contact information, sales history, relationship class – retailer or client and the like.
	·	Account Information System (“AIS”), a money flow control system with send and track custom invoices, track income and expenses, create and manage estimates, manage and pay bills, and instant sales and profit reports
	·	Workgroup Management ("WM") helps users to monitor and follow up each project and tasks so that the project workflow goes smoothly,
	·	Serve customers financial transactions at their store location with Point of Sale System (“POS”), and
	·	Franchise Management System (“FMS”), a scalable data management system, through which each business owner can monitor all multi stores at home or office remotely, helping a franchise headquarters to control its inventory and money flow with this one platform.

Significant Business, Product and Service Actions since Inception

Since inception, including activities taken by our predecessor TMPOS, LLC, we have taken the following steps to implement our business plan:

	·	Company set up
		·	Incorporate company in state of Georgia
		·	Set up main executive office in Duluth, Georgia
		·	Opened up bank account for the company

Obtained a loan of $49,298 as of June 30, 2016 from Mr. Lee, our President. The loan is an oral agreement, no interest, payable upon demand. Mr. Lee has orally committed but is not legally required to loan us an additional $50,702 upon the same terms and conditions.

	·	Execute an exclusive worldwide Referral Agreement with our Affiliate EsolutionTG, LLC to refer their ThanksMatrix CRM customers who need POS products and customization, installation and technical support services for ThanksMatrix CRM that we provide, as EsolutionTG does not offer hardware or technical support. .
	·	Worked with EsolutionTG, LLC to customize the ThanksMatrix CRM package for Franchise Management
	·	Commenced sales activities, including contacting prospective customers for our products and services from inception on October 26, 2015 to June 30, 2016 generating $42,143 for on-site tech support and system installation through June 30, 2016.

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Marketing

Although we may eventually sell directly our products and services to customers who contact us directly and from our website, our main go to market strategy is based upon referrals from Esolution TG under our Referral Agreement.

Under the Referral Agreement, for every ThanksMatrix Referred Customer of Referrer as set forth below, we agree to pay a one-time fee (“Referral Fee”) of Four Percent (4%) of the gross proceeds of sales received by TMPOS from the Referral. For the purposes of this Agreement, “Gross proceeds of sales" means the value proceeding or accruing from the sale of tangible personal property, digital goods, digital codes, digital automated services, and/or for other services rendered, without any deduction on account of the cost of property sold, the cost of materials used, labor costs, interest, discount paid, delivery costs, taxes, less sales allowances, sales discounts and sales returns.

A Referred Customer is a reasonably qualified and bona fide client or customer of EsolutionTG LLC who spends at least ten thousand dollars ($10,000) with us for the sale and installation of TMPOS POS hardware and related customization and installation of and on-going technical support for our hardware and EsolutionTG’s ThanksMatrix software we sell to EsolutionTG LLC’s ThanksMatrix software and for which EsolutionTG LLC is directly responsible for soliciting and referring to us in writing or by email.

Eligibility for a Referral Fee will be dependent upon TMPOS’s reasonable determination that, in addition to referring the Referral, the Referrer had a relevant role in the consummation of the agreement with such Referral. TMPOS will pay the applicable Referral Fee, if any, to Referrer within sixty (60) days of TMPOS’s receipt of the qualifying fees from the corresponding Referral. Notwithstanding anything herein to the contrary, in no event shall TMPOS be obligated to pay a Referral Fee for any Referral involving an Existing Client.

We also issued EsolutionTG LLC 5,000,000 shares of stock as additional consideration under the Referral Agreement.

In the event TMPOS receives an inquiry for the ThanksMatrix software, it will refer the client to EsolutionTG but will not be paid a referral fee nor shall EsolutionTG receive a referral fee if that referred client uses the TMPOS POS system.

Our Competition and Our Market Position

We are a start-up company who just started selling products and services.There are numerous companies, large and small, that provide POS products and customization, installation and on-going technical support services similar to those we offer. We will be a small competitor in the industry. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do. As such, we anticipate that initially we will rely primarily upon our exclusive referral agreement from ThanksMatrix software provider EsolutionTG, an Affiliate, to develop a customer base. Thus, to a great extent our success is dependent upon the success of EsolutionTG in marketing its ThanksMatrix business software as well as the skill and experience of technical contractors we hire for customization, installation and on-going technical support of ThanksMatrix products.

The five main competitors in the ThanksMatrix business area are software development companies like The Better Software, Naranga, Jolt, Vonigo, and Erply. However, none of these competitors provate CRM based franchise management software which we are developing with EsolutionTG and none offer referral rebate program like ThanksMatrix has compensating its customers for future referrals.

Intellectual Property

We have no patents, trademarks, copyrights or any other intellectual property.

Research and Development

We have no research and development expenses.

Governmental Regulation

We are not subject to any specific governmental regulation for the sale of our products and services.

Personnel

We currently have one employee, our management. We also have one part time commission salesperson. All technical support personnel are retained as independent contractors on a “per job” basis.

 

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Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

Overview

Our customers are responsible for buying themselves the specialized business management software for which we offer to customize, install and provide technical service.

We hire technical personnel as independent contractors to provide customization and installation of related business management software as well as on-going technical support for systems we install. Some of these contractors have specific experience with the ThanksMatrix product, and we use these contractors for our jobs involving ThanksMatrix software.

We have a referral agreement with an Affiliate, EsolutionTG LLC, owned by our President Mr. Lee’s spouse, to refer exclusively to us for sale by us of our POS hardware, customized installation and on-going support of their ThanksMatrix software program, a customizable, multi-functional Business Management Software Suite and related hardware.

Significant Business, Product and Service Actions since Inception

Since inception, including activities taken by our predecessor TMPOS, LLC, we have taken the following steps to implement our business plan:

	·	Company set up
		·	Incorporate company in state of Georgia
		·	Set up main executive office in Duluth, Georgia
		·	Opened up bank account for the company

Obtained a loan of $49,298 as of June 30, 2016 from Mr. Lee, our President. The loan is an oral agreement, no interest, payable upon demand. Mr. Lee has orally committed but is not legally required to loan us an additional $50,702 upon the same terms and conditions.

	·	Execute an exclusive worldwide Referral Agreement with our Affiliate EsolutionTG, LLC to refer their ThanksMatrix CRM customers who need POS products and customization, installation and technical support services for ThanksMatrix CRM that we provide, as EsolutionTG does not offer hardware or technical support.
	·	Worked with EsolutionTG, LLC to customize the ThanksMatrix CRM package for Franchise Management
	·	Commenced sales activities, including contacting prospective customers for our products and services from inception on October 26, 2015 to June 30, 2016 generating $42,143 for on-site tech support and system installation from inception through June 30, 2016.

Results of Operations

We are a development stage company and are in the process of developing our products and services. Consequently, From inception to June 30, 2016, we have generated total revenues of $42,143 all for on-site tech support and system installation and none from sale of POS products, and expenses of $79,722 for cumulative operating losses of $37,579. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2017. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern.

 

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Plan of Expanded Operations

We anticipate undertaking the following activities in addition to this offering in the next 12 months:

Event		Actions		Time		Total estimated cost
Establish ecommerce website for TMPOS		Design website Create video on TMPOS Develop website		Jan 31, 2017		$	15,000
Complete engineering design & prototype Franchise Management System		Complete engineering design Develop prototype Test prototype		Feb 28, 2017		$	70,000
Locate and bring onboard the expanded Executive Team		Create an org chart for first year Conduct search for open positions Hire qualified people for the open positions		May 31, 2017		$	20,000
Gain EMV Certification		Establish agreement with EMV Processors Provide product prototype and engineering designs to the lab Make modifications as needed Gain EMV certification		July 31, 2017		$	35,000
Establish outsourced manufacturer of product		Research at least 5 manufacturing companies Establish agreements with selected vendor Begin Manufacturing TMPOS system		Sep 31, 2017		$	20,000
Develop Distribution Channels		Create sales team Develop sales materials Create compensation plan		Oct 31, 2017		$	40,000
Implement Marketing Plan		Develop marketing plan Launch marketing plan		Nov 30, 2017		$	25,000

TOTAL: $225,000

As of December 23, 2016, we have approximately $23,000 in cash. As shown in the table above, we need a minimum of approximately $225,000 in funds to finance our Plan of Expanded Operations as set forth above in the next 12 months. This amount does not include all our costs which we will incur irrespective of these activities, including general administrative cost of maintaining operations at our current level, estimated to be approximately $60,000per year [excluding the $225,000 for our Plan of Expanded Operations above] and those costs associated with SEC requirements associated with going and staying public, estimated to be approximately $75,000 in connection with this Offering Circular and thereafter $50,000 annually. Therefore, we estimate our total need for funds maintaining operations at the current level and this filing in the next 12 months is $135,000. Accordingly, as we anticipate an average monthly burn rate of approximately $11,250 during the next 12 months. Assuming we raise the maximum $300,000 proceeds in this offering, we believe we will have sufficient cash available to fund all of our operational and SEC filing needs during the next 12 months as well as commencing some of the activities in Plan of Expanded Operations.

 

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We are a development stage company and are in the process of developing our FMS products and software technical services. Consequently, we have only generated revenues of $42,143 from inception on October 26, 2015 to June 30, 2016. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2017. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from our officers who are not obligated to provide any additional financing. Our officer has agreed orally that he would loan the Company additional funds as required, although he is not under no obligation to do so. As of June 30, 2016 he has advanced $49,298 in loans which have no interest and are due upon demand. If funds are not available from this offering or these loans, implementation of our business plan will be delayed.

Directors, Executive Officers and Significant Employees

The following table sets forth information regarding our executive officer, director and significant employee.

Name		Age		Position
Sang G Lee		41		CEO/CFO and Director

Mr. Lee founded TMPOS, INC as CEO/CFO and Director upon our formation in November 2015. He formed and was sole member of our predecessor TMPOS, LLC. From August 2010 to date, he has been Chief Executive Officer of TGTG, Corp a wholesale goods company located in New Jersey which is essentially inactive. Mr. Lee attended Hanyang University, Seoul Korea receiving a Bachelor degree in Business Administration in 1999 and a Master’s degree in Accounting in 2001.

As an officer and member of the board, Mr. Lee contributes significant industry-specific experience and expertise in sales and software development. In addition, Mr. Lee contributes the benefits of his executive leadership and management experience. Possessing an advanced degree in accounting and experience as a CFO, Mr. Lee contributes his financial expertise based on his significant industry and financial experience.

Family Relationships

There are no family relationships between any of our officers and directors.

Involvement in certain legal proceedings.

None of the following events have occurred during the past five years and which are material to an evaluation of the ability or integrity of any director or executive officer:

(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; or

(2) Such person was convicted in a criminal proceeding (excluding traffic violations and other minor offenses).

 

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Compensation of Directors and Executive Officers

The following table represents information regarding the total compensation earned by the three highest paid individuals who served as an executive officer or director of the Company as of the end of our only completed fiscal year ended December 31, 2015.

Summary Compensation Table

Name and Principle Position		Year		Salary Monthly				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Nonqualified Deferred Compensation				All Other Compensation				Total Monthly
Sang G Lee CEO/Presdient		2015		$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0

Employment Arrangements

We have no employment agreement with Mr. Sang G Lee. We do not plan to pay him any compensation until the second quarter of 2017 when we anticipate we will pay him $5,000 per month under an oral month-to-month agreement. We will not accrue any salary for him if we don’t have sufficient funds to pay this salary. His is reimbursed in full for all out-of-pocket expenses in connection with his role as our executive officer.

Director Compensation

For the year ended December 31, 2015 Mr. Sang G Lee was our sole director. No compensation was paid to Mr. Lee for acting as a Director. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.

Outstanding Equity Awards at Fiscal Year-End

We do not currently have a stock option or grant plan in place.

Security Ownership of Management and Certain Securityholders

The following tables set forth the ownership, as of the date of this Offering Circular, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our director, and our executive officer and director as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

 

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The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 3235 Satellite Blvd. Suite 290 Duluth, GA 30096.

Name		Number of Shares of Common stock				Percentage
Sang G Lee[1]			40,000,000				96.95	%
EsolutionTG LLC [1]			40,000,000				96.95	%
All executive officers and directors as a group [one person] [1]			40,000,000				96.95	%

___________

[1] Owned 35,000,000 by Sang G Lee and 5,000,000 by EsolutionTG LLC which is 100% owned by Seongya Kim, Mr. Lee’s spouse. Each disclaim beneficial ownership of each other’s shares.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 41,260,000 shares of common stock outstanding as of December 1, 2016.

Interest of Management and Others in Certain Transactions

TMPOS, LLC converted to TMPOS, INC which is C-Corporation on November 29, 2016 in the state of Georgia. This conversion resulted in conversion of Mr. Lee, our President, sole members’ interest in TMPOS, LLC into 35,000,000 shares of our common stock.

In December 2016, we entered into a referral agreement with an Affiliate, EsolutionTG LLC, solely owned by our President Mr. Lee’s spouse, to refer exclusively to us for sale by us of our POS hardware, customized installation and on-going support of their ThanksMatrix business software program. For every ThanksMatrix Referred Customer of Referrer, we agree to pay a one-time fee (“Referral Fee”) of Four Percent (4%) of the gross proceeds of sales received by TMPOS from the Referral. We also issued EsolutionTG LLC 5,000,000 shares of stock as additional consideration under the Referral Agreement which we valued at par value of $.0001 per share.

We have a loan of $49,298 as of June 30, 2016 from Mr. Lee, our President. The loan is an oral agreement, no interest, payable upon demand. Mr. Lee has orally committed but is not legally required to loan us an additional $50,102 upon the same terms and conditions. 

Board Committees and Director Independence

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

The Board does not have standing audit, compensation or nominating committees. The Board does not believe these committees are necessary based on the size of our company and the current levels of compensation to corporate officers. We will consider establishing audit, compensation and nominating committees at the appropriate time.

 

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Securities Being Offered

The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this Offering Circular is a part.

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 and 10,000,000 shares of preferred stock, par value $.0001. As of the date of this Offering Circular, there are 100,000,000 shares of our common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock: Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the common shares cannot determine solely, the election of our directors, or any other matters. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to pro-rata share in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock: We are authorized to issue 10,000,000 shares of preferred stock. The rights, privileges, and preferences of our preferred stock can be set by our Board of Directors without further shareholder approval as set for in our Articles of Incorporation filed with the Secretary of State of Georgia. The issuance of any of these shares in the future may delay, defer, discourage or prevent a change in control.

Options and Warrants

We have no options or warrants outstanding.

Certain Anti-Takeover Effects

Certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders that is not first approved by our board of directors. This could occur even if our shareholders receive an attractive offer for their shares or if a substantial number or even a majority of our shareholders believe the takeover may be in their best interest. These provisions are intended to encourage any person interested in acquiring us to negotiate with and obtain approval from our board of directors prior to pursuing a transaction. Provisions that could delay, deter or inhibit a future acquisition or change in control include the following:

·

10,000,000 shares of blank check preferred stock that may be issued by our board of directors without shareholder approval and that may be substantially dilutive or contain preferences or rights objectionable to an acquirer;

·

the ability of our board of directors to amend our bylaws without shareholder approval;

These provisions could also discourage bids for our common stock at a premium and cause the market price of our common stock to decline. In addition, these provisions may also entrench our management by preventing or frustrating any attempt by our shareholders to replace or remove our current management.

 

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ADDITIONAL INFORMATION

This Offering Circular does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed herein, all of which must be read for a complete description of the terms relating to an investment in us. Such documents are available for inspection during regular business hours at our office by appointment, and upon written request, copies of documents not annexed to this Offering Circular will be provided to prospective investors. Each prospective investor is invited to ask questions of, and receive answers from, our representatives. Each prospective investor is invited to obtain such information concerning us and this offering, to the extent we possess the same or can acquire it without unreasonable effort or expense, as such prospective investor deems necessary to verify the accuracy of the information referred to into his Offering Circular. Arrangements to ask such questions or obtain such information should be made by contacting Sang G Lee at our executive offices. The telephone number is 678-820-8382. We reserve the right, however, in our sole discretion, to condition access to information that management deems proprietary in nature, on the execution by each prospective investor of appropriate confidentiality agreements prior to having access to such information.

The offering of the common stock is made solely by this Offering Circular and the exhibits hereto. The prospective investors have a right to inquire about and request and receive any additional information they may deem appropriate or necessary to further evaluate this offering and to make an investment decision. Our representatives may prepare written responses to such inquiries or requests if the information requested is available. The use of any documents other than those prepared and expressly authorized by us in connection with this offering is not permitted, and should not be relied upon by any prospective investor.

ONLY INFORMATION OR REPRESENTATIONS CONTAINED HEREIN MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR. THE INFORMATION PRESENTED IS AS OF THE DATE ON THE COVER HEREOF UNLESS ANOTHER DATE IS SPECIFIED, AND NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION PRESENTED SUBSEQUENT TO SUCH DATES(S).

 

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FINANCIAL STATEMENTS

TMPOS, LLC

Limited Liability Corporation

Financial Statements and Independent Auditor’s Report 

As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

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TMPOS, LLC TABLE OF CONTENTS

 

		Page
INDEPENDENT AUDITOR’S REPORT		F-3
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015, AND FOR THE PERIOD FROM OCTOBER 26, 2015 (INCEPTION) THROUGH DECEMBER 31, 2015:
Balance Sheet		F-5
Statement of Operations		F-6
Statement of Changes in Members’ Equity		F-7
Statement of Cash Flows		F-8
Notes to Financial Statements		F-9

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To the Members of

TMPOS LLC

Duluth, Georgia

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of TMPOS, LLC, which comprise the balance sheet as of December 31, 2015, and the related statements of operations, changes in member’s equity, and cash flows for the period from October 26, 2015 (inception) through December 31, 2015, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Artesian CPA, LLC

1624 Market Street, Suite 202|Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com|www.ArtesianCPA.com

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Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TMPOS, LLC as of December 31, 2015, and the results of its operations and its cash flows for the period from October 26, 2015 (inception) through December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4 to the financial statements, the Company has not yet commenced planned principal operations nor generated significant revenues or profits since inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA, LLC

Denver, Colorado

December 22, 2016

Artesian CPA, LLC

1624 Market Street, Suite 202|Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com|www.ArtesianCPA.com
 

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TMPOS, LLC BALANCE SHEET As of December 31, 2015

ASSETS
Current Assets:
Cash		$	1,608
Total Current Assets			1,608
TOTAL ASSETS		$	1,608
LIABILITIES AND MEMBERS' EQUITY
Liabilities:		$	-
Members' Equity:			1,608
TOTAL LIABILITIES AND MEMBERS' EQUITY		$	1,608

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENT OF OPERATIONS For the period from October 26, 2015 (inception) through December 31, 2015

Revenues		$	1,673
Operating Expenses:
General & administrative			665
Total Operating Expenses			665
Income from operations			1,008
Net Income		$	1,008

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENT OF CHANGES IN MEMBERS’ EQUITY For the period from October 26, 2015 (inception) through December 31, 2015

		Members’ Equity
Balance at October 26, 2015 (inception)		$	-
Contributions			600
Net income			1,008
Balance at December 31, 2015		$	1,608

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENT OF CASH FLOWS For the period from October 26, 2015 (inception) through December 31, 2015

Cash Flows From Operating Activities
Net income		$	1,008
Net Cash Provided by Operating Activities			1,008
Cash Flows From Investing Activities
Net Cash Used In Investing Activities			-
Cash Flows From Financing Activities
Contributions from member			600
Net Cash Provided By Financing Activities			600
Net Change In Cash			1,608
Cash at Beginning of Period			-
Cash at End of Period		$	1,608

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

NOTE 1: NATURE OF OPERATIONS

TMPOS, LLC (the “Company”), is a limited liability company organized October 26, 2015 under the laws of Georgia. The Company was formed to develop and market point of sale (“POS”) system and peripheral products.

As of December 31, 2015, the Company has not yet commenced planned principal operations nor generated significant revenue. The Company’s activities since inception have consisted of formation activities, product development, and efforts to raise additional capital. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned operations.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company has adopted the calendar year as its basis of reporting.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

 

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. As of December 31, 2015, the balance in accounts receivable was $0, and no allowances were recorded as of that date.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property and equipment has been recorded as of December 31, 2015.

Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments based upon certain market assumptions and pertinent information available to management. There were no financial instruments outstanding as of December 31, 2015.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

At December 31, 2015, the Company held no funds in excess of FDIC insurance limits.

Revenue Recognition

As of December 31, 2015, the Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

Income Taxes

The Company is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company have been provided for in the accompanying consolidated financial statements.

NOTE 3: MEMBERS’ EQUITY

In October 2015, the member contributed $600 of cash to fund the Company’s operations. As of December 31, 2015, cumulative contributions in the member’s capital account were $600.

As discussed in the subsequent events footnote, the Company converted to a C-Corporation on November 29, 2016, resulting in a new capital structure consisting of two classes of stock: common and preferred, each having a par value of $0.0001. The Company has authorized 100,000,000 common and 10,000,000 preferred shares. Upon conversion, the Company converted the sole member's equity interest into 35,000,000 common shares, and in December 2016, the Company issued 1,260,000 common shares to service providers for services rendered and 5,000,000 common shares to an entity related by common control in connection with a referral agreement.

NOTE 4: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As discussed in Note 1, the Company has not yet commenced principal operations, has limited liquidity and, while showing a small profit for the period from October 26, 2015 (inception) through December 31, 2015, expects to generate significant operating losses in 2016. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, and/or to obtain additional capital financing from its members and/or third parties. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective as of the inception date.

 

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.

In April 2015, the FASB issued ASU No. 2015-05 on "Intangibles-Goodwill and Other-Internal-Use Software." The pronouncement provides criteria for customers in a cloud computing arrangement to use to determine whether the arrangement includes a license of software. The criteria are based on existing guidance for cloud service providers. It is effective for reporting periods beginning after December 15, 2015. Management is assessing the impact of this pronouncement on our financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 6: SIGNIFICANT CONCENTRATIONS

During the period from October 26, 2015 (inception) through December 31, 2015, 2 customers comprised 84% of the Company’s $1,673 of revenues. Individual concentrations were as follows: Customer A comprised 60%, and Customer B comprised 24%.

 

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS As of December 31, 2015 and for the period from October 26, 2015 (inception) through December 31, 2015

NOTE 7: RELATED PARTY

The Company’s sole member is a related party, who during the course of business advances funds directly to the Company or by paying expenses on the Company’s behalf.

During the period ended December 31, 2015, the member did not execute any non-equity transactions with the Company. As of December 31, 2015, the Company owed $0 to the member.

NOTE 8: SUBSEQUENT EVENTS

Subsequent to December 31, 2015, TMPOS, LLC converted to TMPOS, INC, which is C-Corporation on November 29, 2016, resulting in a new capital structure consisting of two classes of stock: common and preferred, each having a par value of $0.0001. The Company has authorized 100,000,000 common and 10,000,000 preferred shares. This conversion resulted in conversion of the current sole member's equity into 35,000,000 shares of the newly created common stock.

In December 2016, the Company entered into a referral agreement with EsolutionTG LLC, a point-of-sale software company related by common control. Under this agreement EsolutionTG LLC will exclusively refer customers who spend at least $10,000 on software and services to the Company for hardware solutions. If a referred customer enters into a hardware agreement with the Company within ten days of referral, the Company shall pay a 4% commission on gross sales to EsolutionTG LLC. In connection with this agreement, the Company issued 5,000,000 shares of the new class of common stock to EsolutionTG LLC.

In December 2016, the Company issued 1,260,000 shares to professional service providers in exchange for services rendered.

Management has evaluated subsequent events through December 22, 2016, the date the financial statements were available to be issued. Based on management's evaluation, no additional material events were identified which require adjustment or disclosure.

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TMPOS, LLC

Limited Liability Corporation

FINANCIAL STATEMENTS AS OF JUNE 30, 2016, AND FOR THE

SIX MONTHS ENDED JUNE 30, 2016

TMPOS, LLC  TABLE OF CONTENTS

		Page
FINANCIAL STATEMENTS AS OF JUNE 30, 2016, AND FOR THE SIX MONTHS ENDED JUNE 30, 2016
Balance Sheets (UNAUDITED)		F-15
Statements of Operations (UNAUDITED)		F-16
Statements of Changes in Members’ Equity (UNAUDITED)		F-17
Statements of Cash Flows (UNAUDITED)		F-18
Notes to Financial Statements (UNAUDITED)		F-19

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TMPOS, LLC BALANCE SHEETS As of June 30, 2016 (UNAUDITED) and December 31, 2015

		June 30, 2016				December 31, 2015
ASSETS
Current Assets:
Cash		$	12,319			$	1,608
Total Current Assets			12,319				1,608
TOTAL ASSETS		$	12,319			$	1,608
LIABILITIES AND MEMBERS' CAPITAL EQUITY (DEFICIT)
Liabilities:
Current Liabilities:
Advances from related party		$	49,298			$	-
Total Current Liabilities			49,298				-
Total Liabilities			49,298				-
Members' Capital Equity (Deficit)			(36,979	)			1,608
TOTAL LIABILITIES AND MEMBERS' CAPITAL EQUITY (DEFICIT)		$	12,319			$	1,608

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENTS OF OPERATIONS (UNAUDITED) For the Six Months Ended June 30, 2016 and 2015

		Six Months Ended				Six Months Ended
		June 30, 2016				June 30, 2015
Revenues		$	40,470			$	-
Operating Expenses:
General & administrative			79,057				-
Total Operating Expenses			79,057				-
Income from operations			(38,587	)			-
Net Income		$	(38,587	)		$	-

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENT OF CHANGES IN MEMBERS’ EQUITY (UNAUDITED) From October 26, 2015 (Inception) to June 30, 2016

Balance at October 26, 2015 (Inception)		$	-
Contributions (distributions)			600
Net income			1,008
Balance at December 31, 2015			1,608
Contributions (distributions)			-
Net loss			(38,587	)
Balance at June 30, 2016		$	(36,979	)

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC STATEMENTS OF CASH FLOWS (UNAUDITED) For The Six Months Ended June 30, 2016 and 2015

		Six Months Ended				Six Months Ended
		June 30, 2016				June 30, 2015
Cash Flows From Operating Activities
Net income (loss)		$	(38,587	)		$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Advances from related party			49,298				-
Net Cash Provided by Operating Activities			10,711				-
Cash Flows From Investing Activities
Net Cash Used In Investing Activities			-				-
Cash Flows From Financing Activities
Contributions from members			-				-
Net Cash Provided By Financing Activities			-				-
Net Change In Cash			10,711				-
Cash at Beginning of Period			1,608				-
Cash at End of Period		$	12,319			$	-

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of June 30, 2016 and for The Six Months Ended June 30, 2016 and 2015

NOTE 1: NATURE OF OPERATIONS

TMPOS, LLC (the “Company”), is a limited liability company organized October 26, 2015 under the laws of Georgia. The Company was formed to develop and market products.

As of June 30, 2016, the Company has not yet commenced planned principal operations nor generated significant revenue. The Company’s activities since inception have consisted of formation activities, product development, and efforts to raise additional capital. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned operations.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company has adopted the calendar year as its basis of reporting.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. As of June 30, 2016, the balance in accounts receivable was $0, and no allowances were recorded as of that date.

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of June 30, 2016 and for The Six Months Ended June 30, 2016 and 2015

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property and equipment has been recorded as of June 30, 2016.

Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments based upon certain market assumptions and pertinent information available to management. There were no financial instruments outstanding as of June 30, 2016.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

At June 30, 2016, the Company held no funds in excess of FDIC insurance limits.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Income Taxes

As of the date of these financial statements, the Company is a limited liability company treated as a partnership for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company have been provided for in the accompanying consolidated financial statements.

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TMPOS, LLC NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of June 30, 2016 and for The Six Months Ended June 30, 2016 and 2015

NOTE 3: MEMBERS’ EQUITY

As of June 30, 2016, the Company was structured as a limited liability company with a sole member. In October 2015, the sole member contributed $600. As of June 30, 2016, cumulative contributions in the members’ capital account totaled $600.

As discussed in the subsequent events footnote, the Company converted to a C-Corporation on November 29, 2016, resulting in a new capital structure consisting of two classes of stock: common and preferred, each having a par value of $0.0001. The Company has authorized 100,000,000 common and 10,000,000 preferred shares. Upon conversion, the Company converted the sole member's equity interest into 35,000,000 common shares, and in December 2016, the Company issued 1,260,000 common shares to service providers for services rendered and 5,000,000 common shares to an entity related by common control in connection with a referral agreement.

NOTE 4: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, has generated insignificant revenues, and incurred a net loss of $38,587 for the six months ended June 30, 2016 and has an accumulated deficit of $37,579. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, and/or to obtain additional capital financing from its members and/or third parties. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective as of the inception date.

 

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In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has not elected to early adopt this pronouncement.

In April 2015, the FASB issued ASU No. 2015-05 on "Intangibles-Goodwill and Other-Internal-Use Software." The pronouncement provides criteria for customers in a cloud computing arrangement to use to determine whether the arrangement includes a license of software. The criteria are based on existing guidance for cloud service providers. It is effective for reporting periods beginning after December 15, 2015. Management is assessing the impact of this pronouncement on our financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 6: SIGNIFICANT CONCENTRATIONS

During the six months ended June 30, 2016, two customers comprised 31% of the Company’s $40,470 of revenues. Individual concentrations were as follows: Customer A comprised 16%, and Customer B comprised 15%.

NOTE 7: RELATED PARTY

The Company’s sole member is a related party, who during the course of business advances funds directly to the company or by paying expenses on the Company’s behalf. In early 2016, the sole member agreed to, but is not legally committed to, advance up to $100,000 to fund operations. Any advances would carry no term and be due on demand.

 

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During the six months ended June 30, 2016, the member advanced $49,298 to the Company to fund operations. As of June 30, 2016, and December 31, 2015, the Company owed $49,298 and $0 to the member, respectively. These advances are due on demand and carry no other repayment terms and are therefore classified as a current liability.

NOTE 8: SUBSEQUENT EVENTS

TMPOS, LLC converted to TMPOS, INC which is C-Corporation on November 29, 2016 in the state of Georgia, resulting in a new capital structure consisting of two classes of stock: common and preferred, each having a par value of $0.0001. The Company has authorized 100,000,000 common and 10,000,000 preferred shares. This conversion resulted in conversion of the current sole members’ interest into 35,000,000 shares of the newly created common stock and may result in the issuance of additional classes of equity.

In December 2016, the Company entered into a referral agreement with EsolutionTG LLC, a point-of-sale software company related by common control. Under this agreement EsolutionTG LLC will exclusively refer customers who spend at least $10,000 on software and services to the Company for hardware solutions. If a referred customer enters into a hardware agreement with the Company within ten days of referral, the Company shall pay a 4% commission on gross sales to EsolutionTG LLC. In connection with this agreement, the Company issued 5,000,000 shares of the new class of common stock to EsolutionTG LLC.

In December 2016, the Company issued 1,260,000 shares to professional service providers in exchange for services rendered.

Management has evaluated subsequent events through December 22, 2016, the date the financial statements were available to be issued. Based on management's evaluation, no additional material events were identified which require adjustment or disclosure.

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PART III – EXHIBITS

Item 16. Index to Exhibits

2.1		Articles of Incorporation
2.2		Bylaws
4.1		Subscription Documents
6.1		Referral Agreement
11.1		Consent of Independent Certified Public Accountants
12		Legal Opinion of Williams Securities Law Firm, P.A.*

__________  

* To be filed by amendment

  

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Georgia, on December 23, 2016.

(Exact name of issuer as specified in its charter):		TMPOS, INC
By (Signature and Title):		/s/ Sang G Lee
		Chief Executive Officer (Principal Executive Officer).

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

(Signature):	/s/ Sang G Lee
(Title):	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer).
(Date):	December 23, 2016

SIGNATURE OF DIRECTOR:

/s/ Sang G Lee
Sang G Lee, Chairman/Sole Director		Date: December 23, 2016

EXHIBIT 2.1

ARTICLES OF INCORPORATION

OF

TMPOS, INC.

These Articles of Incorporation are submitted for filing for the purpose of creating and organizing a business corporation pursuant to the applicable provisions of the Georgia Business Corporation Code (the “Code”) and the Georgia Administrative Code.

Article 1: Corporate Name

The filing entity being formed is a business corporation. The exact name of the corporation is TMPOS, INC. (the “Corporation”).

Article 2: Corporate Purpose

The purpose for which the Corporation is formed is for the transaction of any and all lawful business for which a business corporation may engage in under the Code.

Article 3: Capital Stock Provisions

1.	The total number of shares of common stock the corporation is authorized to issue is 100,000,000 common shares with a par value of $0.0001 per share and 10,000,000 preferred shares (non-designated) with a par value of $0.0001 per share.

2.	The board of directors is authorized, without shareholder approval, to amend the articles of incorporation to classify or reclassify any unissued shares of any class or series into one or more classes or into one or more series within a class and to fix the preferences, rights, and limitations of any such class or series.
3.	The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 3, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Georgia, to establish from time to time the number of shares to be included in each such series and the voting powers thereof, full or limited, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

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Article 4: Action without meeting

Any action required or permitted by Georgia Business Corporation Code may be taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Article 5: Initial Registered Office and Agent

The address and county of the initial registered office is:

2000 Riveredge Pkwy. NW, Ste. 885

Atlanta, GA 30328

County: Fulton

The name and address of the initial registered agent is:

Incorp Services, Inc.

2000 Riveredge Pkwy. NW, Ste. 885

Atlanta, GA 30328

Article 6: Incorporators

The names and addresses of the incorporators are:

Sang G. Lee.

3235 Satellite Blvd STE 290

Duluth, GA 30096

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Article 7: Initial Principal Office

The address of the initial principal office is: 3235 Satellite Blvd STE 290 Duluth, GA 30096

Article 8: Director Lability

1. To the fullest extent that the Code as it exists on the effective date of this provision or as thereafter amended permits the limitation or elimination of the liability of directors, no director of the corporation shall be liable to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director of the corporation. No amendment to, or modification or repeal of, Section 1 of this Article 8 shall adversely affect any right or protection of a director of the corporation existing under this provision with respect to any act or omission occurring before such amendment, modification or repeal.

2. To the fullest extent permitted by the Code, the corporation shall indemnify and hold harmless and advance expenses to any person (an “indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that the indemnitee, or a person for whom the indemnitee is the legal representative, is or was a director or officer of the corporation or while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by the indemnitee. Notwithstanding the preceding sentence, the corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part of a proceeding) commenced by the indemnitee only if the commencement of the proceeding (or part of a proceeding) by the indemnitee was authorized by the board of directors of the corporation. The rights to indemnification and advancement of expenses provided by this Article Tenth and in the bylaws (i) shall not be exclusive of any other right which the indemnitee may have or hereafter acquire under any statute, agreement, vote of shareholders or disinterested directors or otherwise and (ii) shall be contract rights to which the indemnitee is entitled and shall vest at the time that the indemnitee first takes office and continue while the indemnitee serves as a director or officer of the corporation. Any amendment or termination of this section shall only apply prospectively, and no amendment or termination of this section or the relevant provisions of the Code or any other law of Georgia shall diminish in any way the rights of any indemnitee to indemnification and advancement of expenses provided by this section with respect to any proceeding arising out of or relating to any actions or failures to act, transactions or facts occurring before the amendment or termination. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors, administrators and personal representatives.

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Article 9: By-Laws

The Board of Directors of the corporation is expressly authorized to make, alter or repeal bylaws of the corporation, but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise.

Article 10: Written Ballot

Election of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.

Article 11: Execution

The undersigned Incorporator declares, under penalties of perjury, that the statements made in the foregoing articles of incorporation are true.

Signature:
Capacity:		President
Name:		Sang G. Lee.
Address:		3235 Satellite Blvd STE 290 Duluth, GA 30096
Dated: October 19, 2016

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EXHIBIT 2.2

BYLAWS OF TMPOS, INC.

ARTICLE I: OFFICES

Section 1.1. REGISTERED OFFICE. The registered office of the Corporation shall be located with the State of Georgia as set forth in the Corporation’s Articles of Incorporation. The Board of Directors may at any time change the registered office by making the appropriate filing with the Secretary of State.

Section 1.2. PRINCIPAL OFFICE. The principal office of the Corporation shall be at 3235 Satellite Blvd Ste 290, Duluth, GA 30096, provided that the Board of Directors shall have the power to change the location of the principal office.

Section 1.3. OTHER OFFICES. The Corporation may also have other offices at any places, within or without the State of Georgia, as the Board of Directors may designate, or as the business of the Corporation may require or as may be desirable.

Section 1.4. BOOKS AND RECORDS. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II: SHAREHOLDERS

Section 2.1. PLACE OF MEETING. Meetings of the shareholders shall be held either at the principal office of the Corporation or at any other place, either within or without the State of Georgia, as shall be fixed by the Board of Directors and designated in the notice of the meeting or executed waiver of notice.

Section 2.2. ANNUAL MEETING. An annual meeting of shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting shall be held on the date and time set by the Board of Directors and stated in the notice of the meeting.

Failure to hold the annual meeting at the designated time shall not affect the validity of any action taken by the Corporation. If the Board of Directors fails to call the annual meeting, any shareholder may make a demand in writing to any officer of the Corporation that an annual meeting be held.

Section 2.3. SPECIAL SHAREHOLDERS’ MEETINGS. Special meetings of the shareholders may be called by the Board of Directors, the, or upon the demand of the holders of at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. The record date for determining which shareholders are entitled to call a special meeting is the date the first shareholder signs the demand for that meeting. In order for the shareholders to demand a special meeting, the shareholders of the required percentage of shares must sign, date and deliver to the Corporation’s Secretary one or more demands, in writing or by electronic transmission, for the meeting, describing the purposes for which the meeting is to be held. Only business within the purpose or purposes described in the notice or executed waiver of notice may be conducted at a special meeting of the shareholders.

Section 2.4. FIXING THE RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the record date shall be the date specified by the Board of Directors in the notice of the meeting or if no date is specified, the close of business on the day before the notice of the meeting is mailed to shareholders. If no notice is sent, the record date shall be the date set by the law applying to the type of action to be taken for which a record date must be set. In the case of action by written consent of the shareholders without a meeting, the record date shall be the date the first shareholder signs the written consent.

A record date fixed under this Section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date.

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Section 2.5. NOTICE OF SHAREHOLDERS’ MEETING. Written or printed notice stating the place, date and time of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at the meeting.

If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.

Any person entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.

Section 2.6. VOTING LISTS. The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of the meeting, arranged by voting group and by class and series of share, with the address of and the number of shares held by each shareholder. The list shall be available for inspection by any shareholder after notice of the meeting is given during regular corporate hours at the principal place of business of the Corporation. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the entire meeting.

Section 2.7. QUORUM OF SHAREHOLDERS. A quorum shall be present for action on any matter at a shareholder meeting if a majority of the votes entitled to be cast on the matter by a voting group are represented at the meeting in person or by proxy. A voting group includes all shares of one or more classes or series that are entitled, by law or the Articles of Incorporation, to vote and to be counted together collectively on a matter at a meeting of shareholders.

Once a quorum for a voting group has been established at a meeting, the shareholders in that voting group represented in person or by proxy at the meeting are deemed present for quorum purposes for the remainder of the meeting and for any adjournment unless:

1. The shareholder attends the meeting solely to object to defective notice or the conduct of the meeting on other grounds and does not vote the shares or take any other action at the meeting.

2. The meeting is adjourned and a new record date is set for the adjourned meeting.

The shareholders in a voting group represented in person or by proxy at a meeting of shareholders, even if not comprising a quorum, may adjourn the meeting as to the voting group until a time and place as may be determined by a vote of the holders of a majority of the shares of the voting group represented in person or by proxy at that meeting. If the meeting is adjourned for more than 120 days after the date fixed for the original meeting, the Board of Directors shall fix a new record date. Notice of the meeting shall be given to the shareholders who are members of the voting group as of the new record date, and a new quorum for the meeting must be established.

Section 2.8. CONDUCT OF MEETINGS. The Board of Directors of the Corporation may adopt by resolution rules and regulations for the conduct of the meeting of the shareholders as it deems appropriate. At every meeting of the shareholders, the President, or in his or her absence or inability to act, the Vice-President, or, in his or her absence or inability to act, a director or office designated by the Board of Directors, shall act as chairman of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which not ballots, proxies, votes, changes or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

Section 2.9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series.

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If a quorum of a voting group exists, favorable action on a matter, other than the election of Directors, will be approved by a voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of votes is required by law or a greater number of votes is required by the Articles of Incorporation, these Bylaws or a resolution of the Board of Directors requiring receipt of a greater affirmative vote of the shareholders, including more separate voting groups.

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders are prohibited from cumulating their votes in any election of directors of the Corporation.

Shares of the Corporation’s stock owned by the Corporation itself or by another corporation or entity, the majority of the voting stock or interest of which is owned or controlled by the Corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Nothing in this section shall be construed as limiting the right of the Corporation or any domestic or foreign corporation or other entity to vote shares held or controlled by it in a fiduciary capacity.

Shares owned by another corporation, domestic or foreign, may be voted by any officer, agent, or proxy, or other legal representative authorized to vote such shares under the law of incorporation of such corporation.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability may be voted by his or her administrator, executor, or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy. Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate court order in which the receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the transferred shares.

Section 2.10. VOTING BY PROXY OR NOMINEE. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized by the Corporation to tabulate votes. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of a pledgee; a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares; a creditor of the Corporation who extended it credit under terms requiring the appointment; an employee of the Corporation whose employment contract requires the appointment, or a party to a voting agreement created under the Georgia Business Corporation Code.

Section 2.11. ACTION BY SHAREHOLDERS WITHOUT A MEETING.

Any action required or permitted to be taken at any annual or special meeting or shareholders may be taken without a meeting if a consent or consents, in writing or signed electronically and setting forth the action so taken, shall have been signed by the shareholders not having less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting. All voting shareholders on the record date that did not participate in taking the action set out in the consent or consents shall be given written notice of the action not more than ten (10) days after the action is taken.

The action shall be evidenced by one or more written consents that describe the action taken, are signed by shareholders having the requisite votes, bear the date of the signatures of such shareholders, and are delivered to the Corporation for inclusion with the records of meetings within 60 days of the earliest dated consent delivered to the Corporation.

Section 2.12. SHAREHOLDER NOMINATIONS AND PROPOSALS. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder, the shareholder or shareholders of record intending to propose the business (the “proposing shareholder”) must have given written notice of the proposing shareholder’s nomination or proposal, either by personal delivery or by United States mail to the Secretary not later than ninety (90) calendar days prior to the date such annual meeting is to be held. If the current year’s meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided above.

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For business to be properly brought before a special meeting of shareholders, the notice of the meeting sent by or at the direction of the person calling the meeting must set forth the nature of the business to be considered. A person or persons who have made a written request for a special meeting pursuant to Section 2.3 of these Bylaws may provide the information required for notice of a shareholder proposal under this section simultaneously with the written request for the meeting submitted to the Secretary or within ten (10) calendar days after delivery of the written request for the meeting to the Secretary.

A proposing shareholder’s notice shall include as to each matter the proposing shareholder proposes to bring before either an annual or special meeting:

1. The name(s) and address(es) of the proposing shareholder, and the classes and number of shares of capital stock of the

Corporation held by the proposing shareholder.

2. If the notice is in regard to a nomination of a candidate for election as director:

a. the name, age, business and residence address of the candidate;

b. the principal occupation or employment of the candidate, and

c. the class and number of shares of the Corporation beneficially owned by the candidate.

3. If the notice is about a proposal, other than a nomination of a candidate for election as director, a brief description of the business desired to be brought before the meeting and the material interest of the proposing shareholder in such proposal.

ARTICLE III: DIRECTORS

Section 3.1. POWERS. All corporate power shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except such powers expressly conferred upon or reserved to the shareholders, and subject to any limitations set forth by law, by the Articles of Incorporation or by these Bylaws.

Section 3.2. NUMBER OF DIRECTORS. The number of directors shall be one (1) provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors or by the shareholders. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.3. TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting.

Section 3.4. VACANCIES. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors or due to the death, resignation, disqualification or removal of a director or otherwise, may be filled by election at an annual or special meeting of shareholders called for that purpose or may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 3.5. REMOVAL. Any or all of the directors, or a class of directors, may be removed at any time, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of the director or directors, at any meeting of shareholders called expressly for that purpose. If a director is elected by a voting group of shareholders, the director may be removed only by that voting group.

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Section 3.6. RESIGNATION. A director may resign at any time by giving written notice to the Board of Directors, its Chairman (if any), or to the President or Secretary of the Corporation. A resignation is effective when the notice is given unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

Section 3.7. MEETINGS OF DIRECTORS. An annual meeting of directors shall be held immediately and without notice after and at the place of the annual meeting of shareholders. Other regular meetings of the directors may be held at such times and places within or outside Georgia as the directors may fix. Special meetings of the Board of Directors may be called by the President, by the Chairman of the Board, if any, by the Secretary, by any two directors, or by one director in the event that there is only one director.

Section 3.8. PARTICIPATION BY REMOTE COMMUNICATION. The Board of Directors may permit any or all directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

Section 3.9. NOTICE OF DIRECTORS’ MEETINGS. All special meetings of the Board of Directors shall be held upon not less than two (2) days’ written notice stating the date, place and time of meeting given to each director either personally or by mail.

Any director entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 3.10. QUORUM OF DIRECTORS. A majority of the number of directors as fixed in these Bylaws shall constitute a quorum for the transaction of business. The affirmative act of a majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at the adjourned meeting, other than by announcement at the meeting at which the adjournment is taken.

Section 3.11. COMPENSATION. Directors shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.

Section 3.12. ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent or consents thereto by all of the directors in office, or all the committee members then appointed, is filed in writing or by electronic transmission with the Secretary to be filed with the minutes of the proceedings of the Board of Directors.

Section 3.13. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority, may designate one or more directors to constitute one or more committees, to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and permitted by law.

A committee of the Board of Directors does not have the authority to:

1. Approve or propose to shareholders an action that the Business Corporation Code requires to be approved by shareholders;

2. Fill vacancies on the Board or on any of its committees;

3. Amend the Articles of Incorporation except that a committee may, to the extent authorized in a resolution or resolutions adopted by the Board of Directors, amend the Articles of Incorporation to fix the designations, preferences, limitations, and relative rights of unissued classes or series of shares, or to increase or decrease the number of shares contained in a series of shares but not below the number of such shares then issued;

4. Adopt, amend, or repeal Bylaws; or

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5. Approve a plan of merger not requiring shareholder approval.

No committee of the Board of Directors shall have the authority to authorize a distribution or to authorize the issuance of shares of the Corporation unless the resolution designating a particular committee expressly so provides.

The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

ARTICLE IV: OFFICERS

Section 4.1. POSITIONS AND ELECTION. The officers of the Corporation shall be elected by the Board of Directors and shall be a President and a Secretary and any other officers, including assistant officers and agents, as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person.

Officers shall be elected annually at the meeting of the Board of Directors held after each annual shareholder’s meeting. Each officer shall serve until a successor is elected and qualified or until the death, resignation or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors.

Section 4.2. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause by the affirmative vote of the majority of the Board of Directors. Removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Any officer or assistant officer appointed by an authorized officer may be removed at any time with or without cause by any officer with authority to appoint such officer of assistant officer.

Section 4.3. PRESIDENT. The President shall be the chief executive officer of the Corporation, and subject to the direction of the Board of Directors, shall have general supervision over the business and affairs of the Corporation. The President shall preside at all meetings of all directors, shall see that all orders and resolutions of the Board of Directors are carried out, and shall perform any other duties as the Board of Directors may assign.

Section 4.4. VICE-PRESIDENTS. Each Vice President, in order of their rank as designated by the Board of Directors, shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform other duties as the Board of Directors or President shall assign.

Section 4.5. THE SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the shareholders and all meetings of the Board of Directors and shall perform other duties as may be prescribed by the Board of Directors or the President. The Secretary shall be the custodian of the records and of the seal of the Corporation, and shall affix the seal to all documents and attest to it, when duly authorized by the Board of Directors.

The Assistant Secretaries shall in order of their rank as designated by the Board of Directors, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and they shall perform other duties as the Board of Directors or the Secretary shall assign.

In the absence of the Secretary or an Assistant Secretary, the minutes of all meetings of the Board and shareholders shall be recorded by the person designated by the President or by the Board of Directors.

Section 4.6. THE TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors.

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The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Treasurer shall keep and maintain the Corporation’s books of account and shall render to the President and directors an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation and exhibit the books, records and accounts to the President or directors at any time.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a sum and with a surety or sureties satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the incumbent’s possession or under the incumbent’s control belonging to the Corporation.

The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and they shall perform other duties as the Board of Directors shall prescribe.

ARTICLE V: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 5.1. INDEMNIFICATION FOR SUCCESSFUL DEFENSE OF PROCEEDINGS. The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the Corporation, against reasonable expenses incurred by him or her in connection with the proceeding.

Section 5.2. INDEMNIFICATION FOR OTHER PROCEEDINGS. The Corporation may, to the fullest extent permitted by law, indemnify each person who may serve or who has served at any time as a director or officer of the Corporation or of any of its subsidiaries, or who at the request of the Corporation may serve or at any time has served as a director, officer, administrator or trustee of, or in a similar capacity with, another organization or any employee benefit plan, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he may become involved by reason of his serving or having served in such capacity.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.

Section 5.3. NON-EXCLUSIVITY OF INDEMNIFICATION RIGHTS. The foregoing rights of indemnification shall be in addition to and not exclusive of any other rights which such director or officer or other person may be entitled to under any agreement with the Corporation or any action taken by the directors or shareholders of the Corporation or otherwise.

ARTICLE VI: SHARE CERTIFICATES AND TRANSFER

Section 6.1. CERTIFICATES REPRESENTING SHARES. If shares are represented by certificates, each certificate shall, at a minimum, state upon the face thereof:

1. The name of the Corporation and that it is organized under the laws of this State.

2. The name of the person to whom issued.

3. The number and class of shares and the designation of the series, if any, which the certificate represents.

4. A conspicuous statement setting forth restrictions on the transfer of the shares, if any.

The Corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the law of Georgia. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.

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Section 6.2. TRANSFERS OF SHARES. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 6.3. REGISTERED SHAREHOLDERS. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of Georgia, or giving proxies with respect to those shares.

Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person possesses a certificate for those shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express notice thereof, except as otherwise provided by law.

Section 6.4. LOST OR REPLACEMENT CERTIFICATES. The Corporation may issue a new certificate for its shares in place of any certificate theretofore issued and alleged by its owner of record or such owner’s authorized representative to have been lost, stolen, or destroyed if the Corporation, transfer agent, or registrar is not on notice that such certificate has been acquired by a bona fide purchaser. A replacement certificate may be issued upon such owner’s or representative’s compliance with all of the following conditions:

1. The owner shall file with the Secretary of the Corporation and the transfer agent or the registrar, if any, a request for the issuance of a new certificate, together with an affidavit in form satisfactory to the Secretary and transfer agent or registrar, if any, setting forth the time, place, and circumstances of the loss;

2. The owner also shall file with the Secretary and the transfer agent or the registrar, if any, a bond with good and sufficient security acceptable to the Secretary and the transfer agent or the registrar, if any, conditioned to indemnify and save harmless the Corporation and the transfer agent or the registrar, if any, from any and all damage, liability, and expense of every nature whatsoever resulting from the Corporation, the transfer agent, or the registrar issuing a new certificate in place of the one alleged to have been lost, stolen, or destroyed; and

3. The owner shall comply with such other reasonable requirements as the Chairman of the Board, the President, the Secretary, or the Board of Directors and the transfer agent or the registrar, if any, shall deem appropriate under the circumstances.

A new certificate may be issued in lieu of any certificate previously issued that has become defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient, in the opinion of the Secretary and the transfer agent or the registrar, if any, to identify the owner of the defaced or mutilated certificate, the number of shares represented thereby, and the number of the certificate and its authenticity and to protect the Corporation and the transfer agent or the registrar against loss or liability. When sufficient identification for such defaced or mutilated certificate is lacking, a new certificate may be issued upon compliance with all of the conditions set forth in this Section in connection with the replacement of lost, stolen, or destroyed certificates.

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ARTICLE VII: DISTRIBUTIONS

Section 7.1. DECLARATION. The Board of Directors may authorize, and the Corporation may make, distributions to its shareholders in cash, property, or shares of the Corporation to the extent permitted by the Articles of Incorporation, and the Georgia Business Corporation Code.

Section 7.2. FIXING RECORD DATES FOR DIVIDENDS AND DISTRIBUTIONS. For the purpose of determining shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors of the Corporation may, at the time of declaring the dividend or distribution, set a date no more than 60 days prior to the date of the dividend or distribution. If no record date is fixed for the determination of shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which the resolution of the Board of Directors declaring the distribution or share dividend is adopted shall be the record date for the determination of shareholders.

ARTICLE VIII: MISCELLANEOUS

Section 8.1. SEAL. The Corporation may adopt a corporate seal in a form approved by the Board of Directors. The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation.

Section 8.2. CHECKS, DRAFTS, ETC. All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by Resolution of the Board of Directors.

Section 8.3. FISCAL YEAR. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 8.4. CONFLICT WITH APPLICABLE LAW OR ARTICLES OF INCORPORATION. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 8.5. INVALID PROVISIONS. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

Section 8.6. EMERGENCY MANAGEMENT OF THE CORPORATION. In the event of an emergency, to the extent not limited or prohibited by law, the Articles of Incorporation or these Bylaws, the following provisions regarding the management of the Corporation shall take effect immediately. An emergency, for the purposes of this Section, exists if a quorum of the Board of Directors cannot readily participate in a meeting because of the occurrence of a catastrophic event.

In the event of an emergency, a meeting of the Board of Directors may be called following the attempt of not less than two hour notice to each director. Said notice may be given by electronic transmission, including facsimile transmission, transmission to an electronic mail address provided by the director, as well as by telephone.

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The Board of Directors shall approve and maintain a current list of officers or other persons to serve as directors to the extent necessary to provide a quorum at any meeting held and to take over the duties of any other officer who is rendered incapable of discharging their duties while these emergency bylaws are in effect.

When an emergency, as defined in this Section, arises, the Chairman of the Board, the President and the Secretary, without the approval of the Board of Directors, shall have the authority to temporarily change the corporation’s principal office or designate several alternative principal offices, until such time as the Board of Directors can meet or until the termination of the emergency.

These emergency provisions take effect only in the event of an emergency as defined hereinabove, and will no longer be effective after the emergency ends. Any and all provisions of these Bylaws that are consistent with these emergency provisions remain in effect during an emergency. Any or all of these actions of the Corporation taken in good faith in accordance with these provisions are binding upon this Corporation and may not be used to impose liability on a managerial official, employee, or agent of the Corporation.

ARTICLE IX: AMENDMENT OF BYLAWS

These Bylaws may be adopted, altered, amended or repealed by the shareholders or the Board of Directors, but no bylaw adopted by the shareholders may be altered, amended or repealed by the Board of Directors if the Bylaws so provide.

Adopted: December 22, 2016

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EXHIBIT 4.1

SUBSCRIPTION AGREEMENT

The securities offered hereby are highly speculative. Investing in shares of TMPOS, INC involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the Offering Circular or any other materials or information made available to subscriber in connection with this offering. Any representation to the contrary is unlawful.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this subscription agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the subscription agreement, the Offering Circular or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “testing the waters” materials) as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the securities or to allot to any prospective investor less than the amount of securities such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the securities shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

This agreement (“Agreement”) is made as of the date set forth below by and between the undersigned (“Subscriber”) and TMPOS, INC, an Georgia corporation (the “Company”), and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of shares of its common stock (the “Shares”) as described in the Company’s Offering Circular dated ________, 2017 (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the “Securities.”

 

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ARTICLE I

SUBSCRIPTION

1.01

Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $XX.00 per Share for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company’s right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02	Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a)

Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “TMPOS, INC,” ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto;

(b)

Payment of the Purchase Price shall be received by TMPOS, INC from Subscriber.

(c)

This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;

(d)

The Company has the right to reject this subscription, in whole or in part;

(e)

The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;

(f)

Upon the receipt and clearance of Subscriber’s Purchase Price by the Company, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by ______ (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

2.01

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

 

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2.02

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

2.03

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

2.04	Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)

Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or

(b)

The Purchase Price set out in paragraph (b) of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

2.05

Shareholder Information. Within five days after receipt of a request from the Company or the TA, which is acting as an administrative agent for the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company’s shareholders. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

2.06

Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

2.07

Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.08	Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

2.09

No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.10

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

 

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ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01

Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01	Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.

4.02

Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03	Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

4.04

Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

4.05	Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06

Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties.

4.07	Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.

4.08	Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Georgia.

 

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4.09

Notices. All notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or sent by certified mail, postage prepaid, with return receipt requested, addressed to the parties as follows: to the Company, 3235 Satellite Blvd. Suite 290 Duluth, GA 30096, and to Subscriber, at the address indicated below. Any party may change its address for purposes of this Section by giving notice as provided herein.

4.10	Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

TMPOS, INC

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase shares of common stock of TMPOS, INC, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Shares the undersigned hereby irrevocably subscribes for is:
							(enter number of Shares)
(b) The aggregate Purchase Price (based on a price of $0. 15 per Share)							$
							(enter total Purchase Price)
(c) Check the applicable box:

¨	The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status.
¨	The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income.

 

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(d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

(print name of owner or joint owners)

		If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature		Signature
Name (Please Print)		Name (Please Print)
Email address		Email address
Address		Address
Telephone Number		Telephone Number
Social Security Number/EIN		Social Security Number
Date		Date

This Subscription is accepted	TMPOS, INC
on _____________, 2017	By:
	Name:	Sang G Lee
	Title:	CEO

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CERTIFICATE OF ACCREDITED INVESTOR STATUS

The undersigned is an individual “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). The undersigned has checked the box below indicating the basis on which it is representing its status as an “accredited investor”:

¨

a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $35,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $35,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

¨	a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

¨	an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $35,000,000;

¨

a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, excluding the “net value” of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for the foreseeable future, with “net value” for such purposes being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth;

¨	a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

¨

a trust with total assets in excess of $35,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or

¨	an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards.

¨	an individual who is a director or executive officer of TMPOS, INC

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EXHIBIT 6.1

REFERRAL AGREEMENT

This Referral Agreement (the “Agreement”) is entered as of January 1, 2016 (“Effective Date”), by and between TMPOS, INC., a Georgia corporation with its principal offices located at 3235 Satellite Blvd. Suite 290 Duluth, GA 30096 (“TMPOS”); and EsolutionTG, LLC, a Georgia Limited Liability Company, with its principal offices located at 3235 Satellite Blvd. Suite 308 Duluth, GA 30096 (“Referrer”).

RECITALS

WHEREAS, TMPOS is in the business of providing Point Of Sale (‘POS”) hardware (the “Services”);

WHEREAS, Referrer is in the business of providing ThanksMatrix software to customers who need POS hardware, customization/installation and technical support; and

WHEREAS, the parties now desire to enter into a referral relationship under which Referrer shall refer potential clients to TMPOS in exchange for a Referral Fee (as defined below and provided herein).

NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

1.1 “Referral” means a reasonably qualified and bona fide client or customer for Services, which spends at least ten thousand dollars ($10,000) for the sale and installation of TMPOS POS to run Referrer’s ThanksMatrix software and for which Referrer is directly responsible for soliciting and referring to TMPOS in writing or by email.

1.2 “Referral Date” means the date of transmission of a Referral by Referrer to TMPOS.

1.3 “Existing Client” means any client or customer to which TMPOS has furnished Services within the period of one (1) year prior to the applicable Referral Date of a Referral.

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2. Referral of Potential Clients or Customers by Referrer.

During the term of this Agreement, Referrer shall undertake commercially reasonable best efforts to send Referrals to TMPOS. For each Referral, Referrer will email the Business Development Officer at TMPOS at info@tmpospro.com.

3. Referrals

3.1 Acceptance.

TMPOS may reject any Referral that references any Existing Client or references a company or client that TMPOS has commenced discussions with regarding TMPOS’s Services.

3.2 Payment of Referral Fees.

If, within Ten (10) days of the applicable Referral Date, a Referral enters an agreement with TMPOS to provide its Hardware Services to such Referral, then Referrer shall be entitled to receive a one-time fee (“Referral Fee”) of Four Percent (4%) of the gross proceeds of sales received by TMPOS from the Referral. For the purposes of this Agreement, “Gross proceeds of sales" means the value proceeding or accruing from the sale of tangible personal property, digital goods, digital codes, digital automated services, and/or for other services rendered, without any deduction on account of the cost of property sold, the cost of materials used, labor costs, interest, discount paid, delivery costs, taxes, less sales allowances, sales discounts and sales returns. In addition to receiving Referral Fees, EsolutionTG LLC will receive a one-time grant of 5,000,000 shares of common stock of TMPOS as additional consideration for entering into this Referral Agreement.

Eligibility for a Referral Fee will be dependent upon TMPOS’s reasonable determination that, in addition to referring the Referral, the Referrer had a relevant role in the consummation of the agreement with such Referral. TMPOS will pay the applicable Referral Fee, if any, to Referrer within sixty (60) days of TMPOS’s receipt of the qualifying fees from the corresponding Referral. Notwithstanding anything herein to the contrary, in no event shall TMPOS be obligated to pay a Referral Fee for any Referral involving an Existing Client.

In the event TMPOS receives an inquiry for the ThanksMatrix software, it will refer the client to EsolutionTG but will not be paid a referral fee nor shall EsolutionTG receive a referral fee if that referred client uses the TMPOS POS system.

3.3 Resolution of Conflicts Regarding Referral Fees.

TMPOS shall not be liable for more than a single Referral Fee for each single Referral. If any third party should make a claim for any Referral Fee or part thereof, then the Referral Fee earned for any closing hereunder shall be apportioned among the claimants for same as determined by TMPOS in its sole discretion. TMPOS shall make a reasonable effort to consult with all relevant parties regarding any apportionment. The final decision of TMPOS regarding the apportionment of any Referral Fee due and payable hereunder shall be final.

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4. Confidential Information.

4.1 Definition of Confidential Information.

The parties anticipate that TMPOS may disclose Confidential Information to Referrer. For purposes hereof, “Confidential Information” means business or technical information disclosed by either party to the other party, including, without limitation, information relating to a party’s product plans, customers, designs, costs, products and services, pricing, finances, marketing plans, business opportunities, personnel, research and development, that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Without limiting the foregoing, the terms and conditions of this Agreement is the Confidential Information of both parties.

4.2 Confidentiality Obligations.

Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. The restrictions set forth in this Section 5 will remain in effect during the term of this Agreement and for a period of three (3) years thereafter.

4.3 Confidentiality Exclusions.

The obligations set forth in Section 5 will not apply to any Confidential Information that: (i) is in or enters the public domain without breach of this Agreement by the receiving party; (ii) the receiving party lawfully receives from a third party without restriction on use or disclosure; (iii) the receiving party knew prior to receiving such information from the disclosing party without breach of a nondisclosure obligation, or (iv) the receiving party independently develops without reference to the other party’s Confidential Information.

5. Marketing Materials.

From time to time, each party will provide the other party with reasonable quantities of the standard marketing, sales and technical literature that it customarily uses to promote its products and services (collectively, “Marketing Materials”). Each party will use the other party’s Marketing Materials solely for the purposes of this Agreement. Each party may not copy, modify, alter, adapt or create derivative works based on the other party’s Marketing Materials.

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6. Publicity and Trademarks.

6.1 Press and other Co-Marketing Activities.

TMPOS and Referrer may issue a joint press release announcing the parties’ relationship. The timing and content of such press release will be subject to the approval of each party, which approval may not be unreasonably withheld. Except as required by law, neither party will make any public statements, press releases or other public announcements regarding the parties’ relationship without the prior written approval of the other party, which approval may not be unreasonably withheld. Other Co-Marketing Activities are described in Exhibit A hereto.

6.2 Trademark license from TMPOS.

Subject to the terms and conditions of this Agreement, TMPOS hereby grants to Referrer a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the TMPOS trademarks, service marks, and logos (the “TMPOS Marks”) solely for the purposes of this Agreement, provided that such use is only of pre-authorized TMPOS Marks and in accordance with TMPOS’s then-current trademark usage guidelines. Referrer acknowledges and agrees that TMPOS owns the TMPOS Marks and that any and all goodwill that is created by or that results from Referrer’s use of the TMPOS Marks inures solely to the benefit of TMPOS. Referrer will not contest or aid in contesting the validity or ownership of any TMPOS Mark or take any action in derogation of TMPOS’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any TMPOS.

6.3 Trademark license from Referrer.

Subject to the terms and conditions of this Agreement, Referrer hereby grants to TMPOS a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the Referrer trademarks, service marks, and logos (the “Referrer Marks”) solely for the purposes of this Agreement, provided that such use is only of pre-authorized Referrer Marks and in accordance with Referrer’s then-current trademark usage guidelines. TMPOS acknowledges and agrees that Referrer owns the Referrer Marks and that any and all goodwill that is created by or that results from TMPOS’s use of the Referrer Marks inures solely to the benefit of Referrer. TMPOS will not contest or aid in contesting the validity or ownership of any Referrer Mark or take any action in derogation of Referrer’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any Referrer Mark.

7. Intellectual Property.

Except as set forth in this Agreement or otherwise expressly agreed to in writing by the parties, nothing in this Agreement will be deemed to grant or assign to the either party any ownership rights, license rights, or interests of any kind in the other party’s products, services or technology or in the other party’s intellectual property or proprietary rights. Except as set forth in a Schedule or otherwise expressly agreed to in writing by the parties, each party (the “Creating Party”) will own all right, title and interest in and to all inventions, improvements, products, services, technology, information and materials or work product of any kind (collectively, “Inventions”) that the Creating Party independently creates, developed or prepares during the term of this Agreement, including all worldwide intellectual property and proprietary rights therein, whether or not any such Invention is competes with, is related to, or is compatible with or interoperates with any products, services or technology of the other party.

8. Exclusivity.

The parties agree that TMPOS is the exclusive hardware provider to EsolutionTG, LLC with the exception of the Franchise Management System (FMS) customization which is offered on a non-exclusive basis by TMPOS.

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9. Representations and Warranties.

Each party represents and warrants that:

a. it has the necessary corporate power and authority to enter this Agreement, to carry out its obligations hereunder and to grant the rights herein granted;

b. it will conduct business in a manner that reflects favorably on the other party and its products and services;

c. it will make no false or misleading representations with respect to the other party and its products and services; and

d. it will make no representations, warranties or guarantees with respect to the specifications, features or capabilities of the other party’s products and services that are inconsistent with the other party’s Marketing Materials. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

10. Indemnity.

Subject to Section 11, Referrer will indemnify, defend and hold TMPOS and its affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against all damages, liabilities, costs, charges and expenses, including reasonable attorneys’ fees, awarded in a final judgment against or paid in settlement by TMPOS, arising out of or resulting from any third party claim based on a breach or alleged breach by Referrer of any representation or warranty specified in Section 9.

Subject to Section 11, TMPOS will indemnify, defend and hold Referrer and its affiliates, and their respective, officers, directors, consultants and agents harmless from and against all damages, liabilities, costs, charges and expenses, including reasonable attorneys’ fees, awarded in a final judgment against or paid in settlement by Referrer arising out of or resulting from any third party claim relating to any breach or alleged breach by TMPOS of any representation or warranty specified in Section 9.

11. Indemnity Procedure.

The party seeking indemnification and defense under Section 11, as the case may be (the “Indemnified Party”), will give prompt written notice of any claim to the other party (the “Indemnifying Party”). In addition, the Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim. The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s sole expense, to participate in the defense of any such claim. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, if the settlement terms would adversely affect the Indemnified Party or its rights under this Agreement.

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12. LIMITATION OF LIABILITY.

TMPOS TOTAL CUMULATIVE LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE REFERRAL FEES PAYABLE BY TMPOS HEREUNDER. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY CAUSING THE DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE FULL EXTENT AS ABOVE INDICATED.

13. Term of Agreement; Survival.

The initial term of this Agreement shall commence as of the Effective Date and shall continue for a period of one (1) year, after which this Agreement shall continue automatically from month-to-month, unless terminated as provided herein. Notwithstanding the forgoing, either party may terminate this Agreement at any time and for any reason (or no reason) by providing thirty (30) days’ advance written notice to the other party. The obligations contained in Sections 3.2, 3.3, 4, 5, 6, 7, 10, 11, 12 and 14 shall survive the expiration or termination hereof.

14. General.

14.1 Termination for Cause.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within ten (10) days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be five (5) business days.

14.2 Governing Law.

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Georgia, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Gwinnett County. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

14.3 Waiver.

The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

14.4 Severability.

In the event, any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

14.5 Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

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14.6 Compliance with Laws.

Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

14.7 Relationship between the Parties.

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

14.8 Assignment.

Neither party may assign this Agreement without prior written consent unless in connection with a merger, acquisition, or sale of all or substantially all of its assets, and provided that the surviving entity has agreed to be bound by this Agreement.

14.9 Entire Agreement.

This Agreement together with the exhibits hereto constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

14.10 Equitable Relief.

You acknowledge that a breach by You of any confidentiality or proprietary rights provision of this Agreement may cause TMPOS irreparable damage, for which the award of damages would not be adequate compensation. Consequently, TMPOS may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

14.11 No Third-Party Beneficiaries.

This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

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14.12 Independent Contractors.

The relationship of TMPOS and Referrer shall be and shall at all times remain that of independent contractors and not that of employer and employee, franchisor and franchisee, joint ventures or partners. This Agreement does not establish either party as the other party’s agent or representative for any purpose. Neither party shall have any authority of any kind to bind the other party in any respect whatsoever. Without limiting the generality of the preceding sentence, neither party is authorized to accept orders or to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party.

14.13 Counterparts.

This Agreement may be executed in counterparts, each of shall constitute an original, and all of which shall constitute one and the same instrument.

14.14 Headings.

The headings in this Agreement are for the convenience of reference only and have no legal effect.

14.15 Notices.

Any notice or request required or desired to be given pursuant to this Agreement shall be sufficient if made in writing and sent by first class mail, postage prepaid, by email set forth below by overnight courier or by hand addressed as follows or as the Parties subsequently may direct in writing:

	a.	As to TMPOS:
		3235 Satellite Blvd. Suite 290 Duluth, GA 30096 Email: info@tmpospro.com
	b.	As to EsolutionTG:
		3235 Satellite Blvd. Suite 308 Duluth, GA 30096 Email: info@esolutiontg.com

[signatures on separate page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth opposite the respective signatures below.

	TMPOS, INC.
	By:	/s/ Sang G Lee
		Sang G Lee
	Title:	CEO / President
	EsolutionTG, LLC
	By:	/s/ Seongya Kim
		Seongya Kim
	Title:	Owner/Manager

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