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:

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 may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

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This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Securities. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Offering

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Principal Business of the Company

POS Systems, Inc. was incorporated in the State of Nevada on January 31, 2023. The Company has developed a full suite of software for the restaurant and hospitality industries. POS Systems, Inc combines the operating business of Smile Button Enterprise LLC (DBA Restaurant Systems Pro) and the software licensed by Go Club LLC. More specifically, Go Club LLC co-founded Heard Holdings LLC with golf legend and successful business entrepreneur Tiger Woods. In November 2022 Go Club exited Heard with unrestricted ownership and ability to use the (Heard) developed software as it wishes. As a result, POS Systems, Inc. will offer a vertically integrated product suite in the hospitality space. Restaurant Systems Pro offers real time data to communicate with staff, maintain profit margin, control cost and create an efficient and effective management tool. POS System, Inc. technology vertically integrates the core needs of the hospitality sector while eliminating the need for any third-party solution. POS Systems, Inc. provides a one-stop solution fully integrated program with the ease of one platform saving the end-user countless dollars in unnecessary fees to numerous third-party vendors. In addition, POS Systems, Inc. collects data for financial reporting saving time, money and resources. By combining point-of-sale, front-of-house, back-of-house, management tools and customer-enabled technology, POS System, Inc enable’s clients to manage effectively, communicate with staff, react with real time information, communicate with customers, and thrive in an ever-changing marketplace. The platform combines point-of-sale, hardware, software, and payment processing. It eliminates the need for third-party integrations to help operators perform more efficiently and enhance service to the customer. The food industry is in the midst of a major evolution / revolution with the advent of new technology. It’s time to reinvent the Hospitality sector. From the use of analytics to track ingredients cost and labor to robotic chefs and 3D food printing; food tech is adapting and changing the way consumers purchase goods and operators manage their business. POS Systems, Inc. technology provides solutions to many challenges faced by the food industry. POS Systems, Inc., created an innovative platform that seeks to take advantage of new advancements and created a reporting POS system that’s more efficient, cost-effective, and consumer friendly. With our cutting-edge technology, POS System, Inc., can set the standard for the restaurant / hospitality sector “point of sale” information gathering systems allowing operators real time management of their business.

The Company commenced operations in February 2023 by acquiring the operating company Smilebutton LLC d/b/a Restaurant Systems Pro; and a license to white label Go Club LLC’s technology.

Description of the Business

POS Systems, Inc. Intends to be a leading provider of comprehensive restaurant management solutions, specializing in offering state-of-the-art Point of Sale (POS) software and related services. Our company is dedicated to assisting restaurant owners and operators in streamlining their operations, enhancing customer experiences, and maximizing profitability.

Our mission is to empower restaurants of all sizes with innovative technology and intuitive software solutions that optimize efficiency, increase productivity, and enable seamless management of various aspects of their businesses. With a focus on the United States market, we aim to be the go-to partner for restaurant owners seeking cutting-edge POS systems and comprehensive business management tools.

Key Features and Services:

1.Point of Sale (POS) Software: We have developed a robust and user-friendly POS software solution tailored specifically for the restaurant industry. Our software offers a wide range of features, including order management, table reservations, inventory tracking, employee management, reporting and analytics, and integrated payment processing. It provides a unified platform for efficient order processing, reducing errors, and enhancing overall customer satisfaction. 

2.Inventory Management: Our software includes advanced inventory management capabilities, allowing restaurant owners to track inventory levels, automate reordering processes, and minimize wastage. With real-time data insights, our system enables accurate inventory forecasting and cost control, ensuring optimal stock levels and reducing unnecessary expenses. 

3.Staff Management: Our software provides comprehensive tools for managing employees, including shift scheduling, time tracking, payroll integration, and performance analytics. Streamlining staff management processes helps restaurant owners optimize labor costs, improve staff efficiency, and ensure smooth operations during peak hours. 

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4.Reporting and Analytics: We offer robust reporting and analytics features that provide valuable insights into various aspects of restaurant operations. Owners can track sales performance, analyze customer preferences, monitor inventory turnover, and identify trends and patterns to make informed business decisions. 

5.Integrated Payment Processing: Our POS software seamlessly integrates with leading payment processors, enabling secure and efficient payment transactions. This feature ensures faster payment processing, reduces errors, and enhances customer convenience. 

As POS Systems, INC. expands its offerings to include Point of Sale Software, we remain committed to delivering exceptional customer service, ongoing technical support, and continuous software updates to meet the evolving needs of the restaurant industry. Incorporating new AI technology for effective and efficient management capabilities

Our Strategy – Business Plan

Business Plan:

1.Executive Summary: POS Systems, Inc. plans to be a leading provider of comprehensive restaurant management solutions, specializing in state-of-the-art Point of Sale (POS) software and related services. Our mission is to empower restaurants with innovative technology that optimizes efficiency, enhances customer experiences, and maximizes profitability. We aim to be the go-to partner for restaurant owners seeking cutting-edge POS systems and comprehensive business management tools. 

2.Company Overview: POS Systems, INC. is a technology company focused on providing restaurants with intuitive and feature-rich POS software solutions. Our software streamlines operations, improves order processing, and enhances customer satisfaction. With our integrated suite of tools, restaurant owners can efficiently manage inventory, staff, and customer relationships. 

3.Market Analysis: The restaurant industry is a significant contributor to the economy, and the demand for efficient management solutions is growing rapidly. By leveraging technological advancements and catering to the unique needs of the industry, POS Systems, INC. aims to capture a substantial share of the market. We will initially focus on the United States, which has a large and diverse restaurant market. 

4.Competitive Advantage: POS Systems, INC. differentiates itself through its user-friendly interface, robust features, and dedicated customer support. Our software is designed to be intuitive and accessible, catering to restaurant owners of all technical backgrounds. We prioritize customer satisfaction by offering personalized assistance, timely troubleshooting, and continuous software enhancements. 

5.Marketing and Sales Strategy: To reach our target market, we will implement a multi-channel marketing strategy. This will include digital advertising, content marketing, attending industry events, and partnering with industry influencers. We will establish strategic alliances with POS hardware providers and seek referrals from satisfied customers. Our sales team will focus on building relationships with restaurant owners, demonstrating the value of our software, and providing customized solutions. 

6.Financial Projections: POS Systems, INC. projects steady revenue growth over the next three years. Our revenue streams will primarily come from software sales, recurring subscriptions, and value-added services. We will carefully manage expenses, investing in research and development, sales and marketing efforts, and customer support infrastructure to ensure sustainable growth. 

Conclusion: POS Systems, INC. is poised to revolutionize the restaurant management landscape with our innovative POS software and exceptional customer service. By leveraging our industry expertise, cutting-edge AI technology, and commitment to customer success, we anticipate significant growth and market leadership in the restaurant management solutions sector.

Our Products

Products and Services: Our flagship product is our advanced POS software, which offers a comprehensive suite of features tailored specifically for the restaurant industry. In addition to order management and payment processing, our software includes inventory management, staff scheduling, reporting and analytics, and customer relationship management tools. We also provide ongoing technical support and software updates to ensure our customers’ success.

Competition:

ePOS Now

Lightspeed

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Brilliant POS

Touch Bristro Revel data

Korona POS

Rain POS

Lavu

Slice

Square Up

Shopify

Toast Inc

Hunger Rush

The market for Internet, software and applications-based social and mobile platforms is extremely competitive both in terms of available product offerings and the extent and size of industry participants. Competition for brand and product recognition in this industry is extremely intense with respect to price, service, location, concept, and the type and quality of product and accessibility. Moreover, the Company is competing directly with numerous regional, national and international businesses, a considerable number of which possess significantly greater brand recognition, market share and financial, managerial, and marketing resources. The most significant challenges facing the Company are from other platform developers and the developing market for social and mobile platforms.

The company holds proprietary intellectual property developed over the years to address critical needs in the restaurant industry. This intellectual property forms the backbone of our innovative solutions, designed to enhance operational efficiency, reduce costs, and improve management processes. Our key intellectual properties include:

1.Proprietary Restaurant Management Software 

•A suite of software tools specifically tailored to the unique needs of restaurants. These tools focus on operational efficiencies, cost-saving measures, and simplified management, allowing operators to focus on growth and profitability. 

2.AI-Driven Accounting Software 

•A custom-built accounting platform integrated with our POS system. Leveraging artificial intelligence, this software provides rapid, accurate, and efficient accounting solutions, reducing manual effort and increasing cost efficiency for restaurant operators. 

3.Trademarks and Proprietary Technology 

•The company’s software systems and associated trademarks are proprietary and exclusive to our organization, providing us with a competitive advantage in the marketplace. These assets safeguard the unique features and branding of our solutions. 

4.Industry-Focused Development Process 

•We engage in structured, offsite quarterly meetings with industry professionals to identify challenges within the restaurant sector. These sessions drive innovation by creating actionable, real-world solutions that directly address the needs of our customers. 

By combining proprietary technology, AI-driven solutions, and a development process rooted in industry collaboration, the company has established a robust portfolio of intellectual property. These assets are critical to our strategic objectives and market differentiation.

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Market:

The restaurant industry is a dynamic and vibrant sector of the economy generating one trillion dollars in revenues, offering a wide range of opportunities for POS Systems, INC.’s comprehensive restaurant management solutions. By understanding the market landscape, trends, and target audience, we can position ourselves strategically for success.

1.Market Size and Growth: The United States restaurant industry is a significant contributor to the economy, with a vast market size that continues to grow. According to industry reports, the restaurant market revenue reached $899 billion in 2021, and it is projected to grow at a compound annual growth rate (CAGR) of 4.5% from 2022 to 2027. This growth is driven by factors such as increased consumer spending, changing dining habits, and technological advancements. 

2.Target Audience: POS Systems, INC. ‘s target audience comprises a diverse range of restaurant owners and operators across the United States. This includes independent restaurants, small and medium-sized restaurant chains, quick-service restaurants, casual dining establishments, and fine dining establishments. Our solutions cater to a broad spectrum of dining establishments, enabling us to address the needs of a wide range of customers. 

3.Market Trends and Drivers: 

a. Technology Adoption: The restaurant industry is increasingly embracing technology to streamline operations, enhance efficiency, and improve customer experiences. POS software, inventory management systems, and integrated solutions are becoming essential tools for restaurant owners.

b. Online Ordering and Delivery: The rise of online food delivery platforms and the growing demand for convenient ordering options have created opportunities for POS software integration and seamless order management.

c. Data-Driven Insights: Restaurants are leveraging data analytics to gain valuable insights into customer preferences, optimize menu offerings, and improve operational efficiency. Our reporting and analytics tools cater to this growing need.

d. Contactless Payments: The COVID-19 pandemic has accelerated the adoption of contactless payment solutions, emphasizing the importance of integrated payment processing within POS systems.

4.Competitive Landscape: While the restaurant management solutions market is competitive, POS Systems, INC. can differentiate itself through its comprehensive feature set, user-friendly interface, and dedicated customer support. Our emphasis on the unique needs of the restaurant industry, ongoing software updates, and personalized assistance will position us as a preferred choice for restaurant owners seeking robust POS software solutions. 

5.Marketing and Sales Strategy: To capture market share, our marketing and sales strategy will focus on targeted digital advertising campaigns, content marketing, industry events, strategic partnerships with POS hardware providers, and leveraging positive customer testimonials. By showcasing the benefits and value of our solutions, we aim to build strong brand awareness and establish relationships with key decision-makers in the restaurant industry. 

Conclusion: POS Systems, INC. operates in a thriving market with significant growth potential. The restaurant industry’s increasing reliance on technology, coupled with the evolving needs of restaurant owners, presents us with ample opportunities to provide innovative and tailored restaurant management solutions. By understanding the market landscape and staying attuned to industry trends, we can position ourselves as a leading provider of POS software and related services in the United States.

Employees, Specialized Skill and Knowledge

As of the date of this Offering Circular, we have 26 employees. Our operations are managed by our directors and officers. Our directors and officers possess a wide range of professional skills that are relevant to pursuing and executing our business strategy. These skills include strong technical skills, expertise in planning and financial controls, ability to execute on business development opportunities, capital markets expertise and entrepreneurial experiences which will allow us to effectively identify, evaluate and execute on value-added initiatives.

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This offering involves a high degree of risk. You should carefully consider the risks and uncertainties described below in addition to the other information contained in this offering circular before deciding whether to invest in shares of Company’s Common Stock. If any of the following risks occur, our business, financial condition or operating results could be harmed. In that case, you may lose part or all of your investment. In the opinion of management, the risks discussed below represent the material risks known to the company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations and adversely affect the investment of Common Stock. You should purchase our Common Stock only if you can afford a complete loss of your investment. You should consider all the risks before buying Company’s Common Stock, which may include:

RISKS RELATED TO OUR BUSINESS:

WE HAVE LIMITED OPERATING HISTORY, OUR FINANCIAL POSITION IS NOT ROBUST, AND WE LACK PROFITABLE OPERATIONS TO DATE.

POS has incurred net losses since inception due mainly to software development cost and may continue to incur net losses while it builds its business and as such it may not achieve or maintain profitability. The Company’s limited operating history makes it difficult to evaluate its business and prospects, and there is no assurance that the business of the Company will grow or that it will become profitable. the Company is subject to the uncertainties and risks associated with any new business. There can be no assurance that the Company will ever be able to achieve profitability at all or on a substantial basis.

POS has been in existence since 2023. Because of our limited operating history, it is difficult to extrapolate any meaningful projections about the Company’s future.

Our competitors are significantly better funded than we are. This could prove detrimental in that we may not have the funds with which to procure a sufficient supply of product to meet demand at some point. Our competitors could engage in predatory pricing or other tactics in an attempt to eliminate our market share. The Company has incurred net losses since inception and may continue to incur net losses while it builds its business, and as such it may not achieve or maintain profitability.

WE MAY NOT BE SUCCESSFUL IN INCREASING OUR BRAND AWARENESS WHICH WOULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Our future success will depend, in part, on our ability to increase brand awareness of our website and the products and services we offer. If our marketing efforts are unsuccessful or if we cannot increase our brand awareness, our business, financial condition and results of operations would be materially adversely affected. In order to build brand awareness, we must succeed in our marketing efforts, provide high quality products and services and increase traffic to our website. We intend to spend a significant portion of the proceeds of this offering to expand our marketing efforts as part of our brand-building efforts. These efforts may not be successful which could have an adverse effect on our business, results of operations and financial condition.

ADDITIONAL FINANCING REQUIREMENTS AND ACCESS TO CAPITAL

Although this Offering is considered to be of a size which will assist the Company in achieving its goals, additional funding may be required for the Company to achieve its long-term objectives. No assurance can be given that all or a significant portion of this Offering will be sold or that there will be no change in the Company’s operations that would consume available resources more rapidly than anticipated. To the extent the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek to obtain additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees and others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. No assurance can be given that additional financing will be available when needed or on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs or to license third parties to commercialize products or technologies that the Company would otherwise seek to develop and commercialize itself, any of which would have a material adverse effect on the Company.

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See “Use of Proceeds”.

DEPENDENCE ON OTHERS

The Company’s strategy for development and commercialization of certain of its products entails entering into various arrangements with corporate partners, licensees, agents and others, and upon the subsequent success of its partners, licensees, agents and others. These arrangements may require the Company to transfer certain material rights to such corporate partners, licensees, agents and others. In the event the Company decides to license or sublicense certain of its commercial rights or AI technology, there can be no assurance such arrangements will not result in reduced product revenue to the Company. Consequently, there can be no assurance that any revenues or profits will be derived from such arrangements.

LACK OF SALES AND MARKETING CAPABILITIES

There can be no assurance that the Company will be successful in establishing a sales force or relationships with others to market and distribute its products.

DEPENDENCE ON MANAGEMENT

The business of the Company is dependent upon the continuing services of the Chairman of its Board of Directors, its President and its management. The unavailability or loss of the services of any of them would be detrimental for the development of the Company’s business and it would adversely affect the conduct of the Company’s business. Numerous events could occur that might make any of their services unavailable.

Investors must rely upon the ability of management to compete successfully in the business in which the issuer is presently engaged and in which it proposes to undertake as described in this Memorandum. The business of the Issuer is dependent upon the active participation of certain key officers and employees and also upon the Issuer’s ability to attract additional experienced personnel who may be required to contribute technical and marketing advice and direction to achieve its objectives.

DISTRIBUTION RISK

The Company’s ultimate success in selling its products will be largely dependent upon the strength of its marketing activities and distribution network. Management’s ability to develop an effective marketing program and distribution network will require that the Company have sales managers and representatives capable of executing the Company’s plan. The Company must attract effective salespeople in order to attain a significant market penetration to achieve its business objectives.

WE FACE RISKS ASSOCIATED WITH THE EXPANSION OF OUR OPERATIONS:

THE SOFTWARE INDUSTRY IS HIGHLY COMPETITIVE, WE EXPECT TO FACE INCREASED COMPETITION AS NEW AND EXISTING COMPETITORS INTRODUCE COMPETING PRODUCTS, WHICH COULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS AND MARKET SHARE.

Most of our competitors have greater name recognition, as well as greater financial resources than those available to us. If we are not able to compete effectively against companies with greater resources, our prospects for future success will be jeopardized. There is a risk that new products may be developed by other companies which may be more desirable than any products developed and marketed by the Company. There may also be market resistance to the acceptance of any product or products developed by the Company. In addition, Company’s products, present and future, may not be able to be marketed at a profit. The Company does not have a proven history of earnings performance.

WE ARE DEPENDENT UPON THIRD PARTY SUPPLIERS OF OUR RAW MATERIALS

We are dependent on outside vendors for our supplies of raw materials. While we believe that there are numerous sources of supply available, if the third-party suppliers were to cease production or otherwise fail to supply us with quality raw materials in sufficient quantities on a timely basis and we were unable to contract on acceptable terms for these services with alternative suppliers, our ability to produce our products would be materially adversely affected.

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OUR OPERATING RESULTS MAY FLUCTUATE DUE TO FACTORS THAT ARE DIFFICULT TO FORECAST AND NOT WITHIN OUR CONTROL

Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance:

•our ability to satisfy consumer demands in a timely and cost-effective manner; 

•pricing and availability of labor and materials 

•our inability to adjust certain fixed costs and expenses for changes in demand; 

•seasonal fluctuations in demand and our revenue; and 

•disruption in component supply from foreign and or domestic vendors. 

IF WE ARE UNABLE TO MANAGE ANY FUTURE GROWTH EFFECTIVELY, OUR PROFITABILITY AND LIQUIDITY COULD BE ADVERSELY AFFECTED

Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, and general administration and operations. To manage any future growth, we must continue to improve our distribution, operational and financial processes, and systems and expand, train, and manage our employee base. If we are unable to manage our growth effectively, our business and results of operations could be adversely affected.

WE MAY BE SUBJECT TO LEGAL CLAIMS AGAINST US OR CLAIMS BY US WHICH COULD HAVE A SIGNIFICANT IMPACT ON OUR RESULTING FINANCIAL PERFORMANCE

At any given time, we may be subject to litigation, the disposition of which may harm our business, financial condition, or results of operation. Such claims include but are not limited to and may arise from product liability and related claims if any of the products that we sell are faulty or contains defects in materials or design. We may be subject to patent infringement claims from our products. Also, we may be subject to claims by our lenders, claims for rent, and claims from our vendors on our accounts payable; and although we have been able to obtain understandings with the foregoing and have informal forbearance agreements from those parties, one or more of them may elect to commence collection proceedings which could result in judgments against us and have a significant negative impact on our operations.

SECURITY BREACHES COULD HARM THE COMPANY’S BUSINESS.

Security breaches have become more prevalent in the technology and mobile application industries. The Company believes that it takes reasonable steps to protect the security, integrity and confidentiality of the information the Company collects, uses, stores and discloses, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite the Company’s efforts.

Although the Company has not experienced any material security breaches to date, the Company may in the future experience attempts to disable the Company’s systems or to breach the security of the Company’s systems. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, the Company may be unable to anticipate these techniques or to implement adequate preventative measures.

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If an actual or perceived security breach occurs, the market perception of the Company’s security measures could be harmed, and the Company could lose sales and customers and/or suffer other negative consequences to the Company’s business. A security breach could adversely affect the user experience and cause the loss or corruption of data, which could harm the Company’s business, financial condition and operating results. Any failure to maintain the security of the Company’s infrastructure could result in loss of personal information and/or other confidential information, damage to the Company’s reputation and customer relationships, early termination of the Company’s contracts and other business losses, indemnification of the Company’s customers, financial penalties, litigation, regulatory investigations and other significant liabilities the losses from which may exceed its insurance coverage. Further, certain incidents that the Company can experience may not be covered by the insurance that they carry.

Moreover, if a high-profile security breach occurs with respect to the Company or another mobile application company, the Company’s customers and potential customers may lose trust in the security of the Company’s business model generally, which could adversely impact the Company’s ability to retain existing customers or attract new ones.

UNFORESEEN “BUGS” OR ERRORS IN THE COMPANY’S MOBILE APPLICATIONS COULD HARM THE COMPANY’S BRAND, WHICH COULD HARM THE COMPANY’S OPERATING RESULTS.

Our applications may in the future be found to contain errors or “bugs” that are not detected until after they are broadly released. Any such errors could harm the overall user experience for the Company’s users. Additionally, the company may package its technology in an application program interface (“API”) or software development kit (“SDK”), which may be utilized in other applications or websites, in the future. Any such errors could harm the overall user experience as well as users of other applications utilizing our software development kit (“SDK”) add-on, which could cause users to reduce their app usage time or in app purchases, discontinue accessing and/or using the applications altogether, or not recommend those applications. Such errors could also result in the Company’s and other third-party applications utilizing the SDK being non-compliant with applicable laws or create legal liability. Resolving such errors could also disrupt the Company’s operations, cause the Company to divert resources from other projects, or harm its operating results.

UNFORESEEN INTEGRATION ISSUES WITH CLIENTS’ CURRENT TECHNOLOGY PARTNERS COULD MATERIALLY IMPACT THE COMPANY’S ABILITY TO GENERATE BUSINESS AND REVENUES.

Many of the potential clients of the company currently contract with various technology partners for services including but not limited to accounting, point of sale (POS), and dining, event, and tee time reservation booking. These technology partners may not agree to integrate with the Go Club Mobile Application, which would materially impact the product and the ease of use for both the club client as well as the end user.

THE LAWS AND REGULATIONS CONCERNING DATA PRIVACY AND DATA SECURITY ARE CONTINUALLY EVOLVING; ACTUAL OR PERCEIVED FAILURE TO COMPLY WITH THESE LAWS AND REGULATIONS BY THE COMPANY OR A DISTRIBUTION PLATFORM COULD HARM THE COMPANY’S BUSINESS.

Users can access the Company’s applications on mobile devices. The Company collects and stores significant amounts of information about its users—both personally identifying and non-personally identifying information. The Company is subject to laws from a variety of jurisdictions regarding privacy and the protection of this user information. For example, the European Union (EU) has traditionally taken a broader view than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy regulations. The U.S. Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information from children under 13 years of age. While none of the Company’s applications are directed at children under 13 years of age, if COPPA were to apply to the Company, failure to comply with COPPA may increase the Company’s costs, subject it to expensive and distracting government investigations and could result in substantial fines.

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Data privacy protection laws are rapidly changing and likely will continue to do so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data protection legal framework. Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices. In addition, in some cases, the Company is dependent upon the platform providers to solicit, collect and provide the Company with information regarding the Company’s users that is necessary for compliance with these various types of regulations.

User interaction with the Company’s applications is subject to the Company’s privacy policy and terms of service. If the Company fails to comply with the posted privacy policy or terms of service or if the Company fails to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against the Company by governmental authorities or others, which could result in fines or judgments against the Company, damage to the Company’s reputation, impact its financial condition and harm its business. If regulators, the media or consumers raise any concerns about the Company’s privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against the Company, damage the Company’s reputation, and negatively impact its financial condition and damage its business.

IF THE COMPANY FAILS TO MAINTAIN ITS BRAND OR FURTHER DEVELOP WIDESPREAD BRAND AWARENESS COST-EFFECTIVELY, THE COMPANY’S BUSINESS MAY SUFFER.

The Company believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its mobile applications and attracting new users. Brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses the Company incurs in building its brand. In addition, the Company’s brand can be harmed if the Company experiences adverse publicity for its applications for any reason, including due to “bugs,” outages, security breaches or violations of laws. If the Company fails to successfully promote and maintain the Company’s brand, or incur substantial expenses, the Company may fail to attract or retain customers necessary to realize a sufficient return on the brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of the Company’s applications.

THE COMPANY’S GROWTH PROSPECTS WILL SUFFER IF THE COMPANY IS UNABLE TO DEVELOP SUCCESSFUL APPLICATIONS FOR MOBILE PLATFORMS.

The Company partner GO Club LLC has experience developing applications for mobile platforms. The Company expects to devote substantial resources to the ongoing development and exploitation of its mobile applications, and its limited experience makes it difficult to know whether the Company will succeed in developing such applications that appeal to paying users or advertisers. The uncertainties the Company faces include: 1) limited experience working with wireless carriers, mobile platform providers and other partners whose cooperation the Company may need in order to be successful; 2) difficulty in developing applications for mobile platforms that a sufficient number of users will pay for; 2) delays or failures to develop or evolve our software, and 4) the need to move beyond payment methods provided by social networks and successfully allow for a variety of payment methods and systems based on the mobile platform, geographies and other factors. These and other uncertainties make it difficult to know whether the Company will succeed in developing commercially viable applications for mobile. If the Company fails in doing so, the Company’s growth prospects will suffer.

If the Company loses the services of its founder’s or other members of its senior management team, the Company may not be able to execute its business strategy.

The Company’s success depends in a large part upon the continued service of the Company’s senior management team. In particular, the Company’s founders, Chris Langbein & Fred Langley are critical to the Company’s vision, strategic direction, culture, products and technology. The loss of the Company’s founders, even temporarily, or any other member of senior management would harm the Company’s business.

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RISKS RELATED TO OUR SECURITIES:

WE ARE DEPENDENT UPON MARKET ACCEPTANCE

The exact effect of these factors cannot be accurately predicted, and any combination of these factors may result in the Company (and the Investor) receiving an inadequate return on invested capital.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight and the adoption of a Code of Ethics. Our Board of Directors expects to adopt a Code of Ethics at its next Board meeting. The Company has not adopted exchange-mandated corporate governance measures and, since our securities are not listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROL OVER FINANCIAL REPORTING.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the SEC has adopted rules requiring public companies to include a report of management on the Company’s internal control over financial reporting in its annual reports. While we expect to expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will not comply with all of the requirements imposed thereby. At present, there is no precedent available with which to measure compliance adequately. In the event we identify significant deficiencies or material weaknesses in our internal control over financial reporting that we cannot remediate in a timely manner, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could suffer.

WE HAVE A LARGE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF OUR COMMON STOCK.

We have approximately 132,091,433 authorized but unissued shares of common stock, which our management may issue without further stockholder approval, thereby causing dilution of your holdings of our common stock. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions and other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management determines to issue shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future, your ownership position would be diluted without your further ability to vote on that transaction.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing services, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB,

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issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30-to-60-day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

THE MARKET VALUATION OF OUR BUSINESS MAY FLUCTUATE DUE TO FACTORS BEYOND OUR CONTROL AND THE VALUE OF YOUR INVESTMENT MAY FLUCTUATE CORRESPONDINGLY.

The market valuation of emerging growth companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:

As a result, the value of your investment in us may fluctuate.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.

We have never paid cash dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.

In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.

WE WILL INCUR SIGNIFICANT INCREASED EXPENSES AND ADMINISTRATIVE BURDENS AS A PUBLIC COMPANY, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We will face increased legal, accounting, administrative and other costs and expenses as a reporting company under Regulation A. The Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming.

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REGULATION A+

We are offering our Common Stock Units pursuant to recently adopted rules by the Securities and Exchange Commission mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 2” of Regulation A+, which allows us to offer of up to $75 million in a 12-month period.

In accordance with the requirements of Tier 2 of Regulation A+, we will be required to publicly file annual, semi-annual, and current event reports with the Securities and Exchange Commission after the qualification of the offering statement of which this Offering Circular forms a part.

THE OFFERING

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As of September 30, 2024, 17,908,567 shares of common stock, $.0001 par value per share, were issued and outstanding out of the 150,000,000 shares of common stock authorized. There are no shares of preferred stock authorized.

State the dates on which the Company sold or otherwise issued securities during the last 12 months, the amount of such securities sold, the number of persons to whom they were sold, and relationship of such persons to the Company at the time of sale, the price at which they were sold and, if not sold for cash, a concise description of the consideration. (Exclude bank debt.)

Unregistered Sales of Equity Securities

Since inception, the Company sold 5,902,567 shares of common stock, with warrants to purchase an additional 44,568,035 shares, all pursuant to Rule 506(b) of Regulation D. The company raised approx. $3,100,000 in exchange for these shares.

Issuer Purchases of Equity Securities

There were no repurchases of shares of the Company’s common stock during the year ended December 31, 2023.

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We will use our best efforts to raise a maximum of $7,500,000 for the Company in this offering, including the exercise of the Warrants. We are requiring no minimum offering proceeds threshold. The table below summarizes how we will utilize the proceeds of this offering, including if the Company raises less than the full amount expected ($7,500,000). The actual amount of proceeds realized may differ from the amounts summarized below (1). In order to successfully carry out our stated goals, the Company would need $3,000,000 including capital raised in this offering. We anticipate incurring up to $100,000 in offering expenses, including platform fees (other than sales commissions), SEC reporting and compliance, and to maintain our general and administrative functions over the next twelve months. If we don’t raise sufficient proceeds in this offering or generate sufficient revenue, our working capital goal may not be met. Furthermore, without sufficient proceeds from this offering or the generation of sufficient revenue, some of our other expenses, including advertising and marketing, website design, and operating and equipment may not be incurred or undertaken. While the Company hopes to secure sufficient funds in the Offering described herein, there is no minimum offering amount. If we cannot obtain needed funds, we may be forced to curtail or cease our activities altogether.

The following table sets forth the use of the proceeds from this offering for the sale of the 1,500,000 Units, without the exercise of the Warrants:

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WARRANTS

In the event the Warrants are exercised, and the Company receives up to an additional $4,500,000 in gross funding, it would be used as follows:

Acquisitions, marketing, executive search, technology, programming, investment capital

Note: After reviewing the portion of the offering allocated to the payment of offering expenses, and to the immediate payment to management and promoters of any fees, reimbursements, past salaries or similar payments, a potential investor should consider whether the remaining portion of his investment, which would be that part available for future development of the Company’s business and operations, would be adequate.

No assets are planned to be acquired from officers, directors, employees or principal stockholders of the Company or their associates.

The Company plans to build up its executive team, support staff and skilled labour with its Salaries & Operating budget and seek acquisition targets.

The Company has sustained operating losses since inception, and it has been dependent upon limited private lending to provide enough working capital to finance its operations. Management believes that it can continue to raise debt and equity financing to support its operations. The Company’s ability to continue in existence is dependent upon developing additional sources of capital and/or achieving profitable operations.

The proceeds from this offering would satisfy the Company’s cash requirements for the next 36 months, if realized in full. There is no assurance that we will sell all of the Units, if at all.

We may raise additional capital through equity and debt financing as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.

The amounts and timing of our actual expenditures will depend on numerous factors, including the status of our product sales and marketing efforts, the amount of proceeds received from the exercise of the Warrants, and the amount of cash generated through our existing strategic collaborations and any additional strategic collaborations into which we may enter.

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DETERMINATION OF OFFERING PRICE

The price of the shares was determined by the Company and its advisors using their own criteria.

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

On September 30, 2024 there were an aggregate of 17,908,567 shares of Company Common Stock issued and outstanding.

Our net tangible book value as of September, 30 2024, was ($132,428) or ($0.01) per outstanding share of our Common Stock, based on 17,908,567 outstanding shares of Common Stock at September, 30, 2024. Net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

If the maximum 4,500,000 shares of Common Stock in this Offering at the public offering price of $1.67 per share, after deducting approximately $500,000 in maximum sales commissions and other offering expenses payable by us, our pro forma as adjusted net tangible book value would have been approximately $6,867,572 ($0.31 per share) as at September 30, 2024. This amount represents an immediate increase in pro forma net tangible book value of $0.31 per share to our existing stockholders at the date of this Offering Circular, and an immediate dilution in pro forma net tangible book value of approximately ($1.36) per share to new investors purchasing shares of Common Stock in this Offering at a price of $1.67 per share.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after our estimated maximum offering expenses and sales commission of $500,000):

The following tables set forth, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering, the total number of shares previously sold to existing stockholders, the total consideration paid for the foregoing and the respective percentages applicable to such purchased shares and consideration paid based on an average price of $0.45 per share paid by existing stockholders and $1.67 per share paid by investors in this Offering.

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The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of POS from inception through September 30, 2024, and the notes thereto. Additional information relating to POS is available at www.POS.com.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to POS or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in POS’s MD&A under Risk Factors. Readers should not place undue reliance on any such forward-looking statements. POS disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

Results of Operations

Revenue

The following is a comparative discussion of our results of operations for the Year Ended December 31, 2023 and 2022:

Operating Expenses

Total operating expenses increased during the year ended December 31, 2023, compared to the prior period by $1,090,011. This increase was primarily driven by increases of expenses in licensing fees and general and administrative costs. The increased spending is a direct result of executing our strategic plan to commercialize our technology and business.

Personnel expense increased by $14,733 in 2023 primarily due to adding sales, software development and accounting staff related to the increase of customers.

General and administrative expenses increased by $1,075,728 primarily due to an increase in professional fees which was mainly attributable to costs associated with accounting and consulting fees.

Other Income and Expenses

Other income, decreased by $204,345 primarily due to the one time government loan forgiveness of $368,092 in 2022.

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Liquidity and Capital Resources

As of December 31, 2023, and 2022 we had cash on hand of $309,425 and $129,544, respectively, and a working capital of $747,522 and $539,103.

Cash Flow Activities

The following table summarizes our cash flows for the years ended December 31, 2023, and 2022:

Financing Activities

Net cash provided by financing activities increased by $640,038 primarily due to the proceeds from the sale of common stock in the amount of $1,661,354 partially offset by the net repayment of notes payable of $542,569.

Operating activities

Net cash provided by operating activities decreased by $508,702 primarily due to the net loss of $1,351,183, partially offset by the increase of the amortization of software license in the amount of $266,190 and of accounts payable and accrued expenses in the amount of $110,707.

Plan Of Operation

The Company believes that the proceeds of this Offering will be sufficient to satisfy its cash requirements for the next 24 months.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.

Management’s Representation of Interim Financial Statements

The accompanying audited consolidated financial statements have been prepared by the Company and audited pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. The interim financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2023.

Going Concern

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The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of goodwill, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for credit losses. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Stock Purchase Warrants

The Company has issued warrants to purchase shares of its common stock. Warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely- than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

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Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings or loss per common share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net earnings by the weighted average number of common shares and dilutive common share equivalents outstanding.

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POS Systems, Inc. is a newly formed company in the software industry specializing in the restaurant / hospitality sector. The Company has entered into an agreement with Go Club LLC, to develop a fully integrated Point of Sale software suite, with real time management function to assist operators to manage all costs (ingredients and labor) and to integrate accounting functionality into that program. Go Club LLC technology is presently providing services and support in the industry.

Mission Statement

Our mission is to empower the restaurant community to communicate with guests, management and staff with real time data. POS System, Inc is a cloud-based, all-in-one fully intergraded digital technology platform purpose-built for the entire restaurant community and more. Our platform provides a comprehensive suite of software as a service, products, financial technology solutions including integrated payment processing, restaurant-grade hardware, and a broad etc. We serve as the restaurant operating system, connecting front of house and back of house operations across dine-in, takeout, and delivery channels., managing cost, engage guests, and communicate with staff.

Description of the Business

POS Systems, Inc. was incorporated in the State of Nevada on January 31, 2023. The company has developed a full suite of software for the restaurant and hospitality industries. POS Systems, Inc combines the operating business of Smile Button Enterprise LLC (DBA Restaurant Systems Pro) and the software licensed by Go Club LLC. More specifically, Go Club LLC co-founded Heard Holdings LLC with golf legend and successful business entrepreneur Tiger Woods. In November 2022 Go Club exited Heard with unrestricted ownership and ability to use the (Heard) developed software as it wishes. As a result, POS Systems, Inc. will offer a vertically integrated product suite that has the potential to be best in class in the hospitality space. Restaurant Systems Pro offers real time data to communicate with staff, maintain profit margin, control cost and create an efficient and effective management tool. POS System, Inc. technology vertically integrates the core needs of the hospitality sector while eliminating the need for any third-party solution. POS Systems, Inc. provides a one-stop solution fully integrated program with the ease of one platform saving the end-user countless dollars in unnecessary fees to numerous third-party vendors. In addition, POS Systems, Inc. collects data for financial reporting saving time, money and resources. By combining point-of-sale, front-of-house, back-of-house, management tools and customer-enabled technology, POS System, Inc enable’s clients to manage effectively, communicate with staff, react with real time information, communicate with customers, and thrive in an ever-changing marketplace. The platform combines point-of-sale, hardware, software, and payment processing. It eliminates the need for third-party integrations to help operators perform more efficiently and enhance service to the customer. The food industry is in the midst of a major evolution / revolution with the advent of new technology. It’s time to reinvent the Hospitality sector. From the use of analytics to track ingredients cost and labor to robotic chefs and 3D food printing; food tech is adapting and changing the way consumers purchase goods and operators manage their business. POS Systems, Inc. technology provides solutions to many challenges faced by the food industry. POS Systems, Inc., created an innovative platform that seeks to take advantage of new advancements and created a reporting POS system that’s more efficient, cost-effective, and consumer friendly. With our cutting-edge technology, POS System, Inc., can set the standard for the restaurant / hospitality sector “point of sale” information gathering systems allowing operators real time management of their business.

The Company commenced operations in February 2023 by acquiring the operating company Restaurant Systems Pro LLC and a license agreement to white label Go Club LLC’s technology.

Our Products

Products and Services: Our flagship product is our advanced POS software, which offers a comprehensive suite of features tailored specifically for the restaurant industry. In addition to order management and payment processing, our software includes inventory management, staff scheduling, reporting and analytics, and customer relationship management tools. We also provide ongoing technical support and software updates to ensure our customers’ success.

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Intellectual Property Assets

Patents

The Company holds no patents for any of the products it is presently marketing.

Licensing Agreements

The Company holds a licensing agreement for its POS system. The company licenses its POS software from Go Club Golf. Go Club Golf is also one of the company largest shareholders and oversees the technology team for POS Systems Inc. POS Systems Inc contracts with Go Club Golf LLC for the development, improvement and maintenance of the licensed POS software.

The Company has proprietary software developed over the past 20 plus years. POS Systems Inc. is a powerhouse in the restaurant technology sector, formed through the strategic combination of Smile Button LLC (d/b/a Restaurant Systems Pro) and POS Systems Pro. By bringing together our portfolio of innovative software programs and POS (Point of Sale) technology, POS Systems Inc. has created a comprehensive, all-in-one solution tailored specifically for restaurant operators.

Our Mission: Empowering Restaurant Success Through Technology

With a deep understanding of the restaurant industry’s unique challenges, POS Systems Inc. is committed to delivering technology that simplifies operations, increases profitability, and keeps businesses ahead of the curve. Our team leverages decades of experience and a rich history of software innovation to create solutions that meet the evolving needs of restaurant professionals.

The POS Systems Inc. Difference: A Customer-Centric Approach

One of the defining strengths of POS Systems Inc. is our quarterly customer conferences, where we engage directly with our client base face to face to identify pressing challenges and emerging trends. By gathering insights from these sessions, we ensure that every update, feature, and product enhancement is driven by the real-world needs of restaurant operators. This unique, customer-centered approach is integral to our development cycle and has made POS Systems Inc. a trusted partner for growth and success in the restaurant industry.

Our One-Stop Solution for Restaurant Operators

POS Systems Inc. offers a full suite of tools designed specifically to address the needs of today’s restaurant businesses, including:

•Comprehensive POS System: A seamless, integrated platform that combines all essential restaurant management functions in one place. 

•Advanced Software Programs: From inventory management to employee scheduling, our software solutions empower operators to streamline processes and reduce costs. 

•Built-In Custom Features: Responding directly to customer feedback, our POS system incorporates features requested by restaurant professionals, ensuring practical solutions for daily challenges. 

Manufacturing Agreements

At the present time the Company utilizes various manufactures hardware in its systems. The company utilizes proprietary software that has been developed over the past few years. The Company’s products are operating in various locations designed for specific users.

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Employees, Specialized Skill and Knowledge

As of the date of this Prospectus, we have 18 employees, which are all part of our management / sales team. The company utilizes 20 software program developers and 10 data specialists. Our operations are managed by our directors and officers. Our directors and officers possess a wide range of professional skills that are relevant to pursuing and executing our business strategy. These skills include strong technical skills, expertise in planning and financial controls, ability to execute on business development opportunities, capital markets expertise and entrepreneurial experiences which will allow us to effectively identify, evaluate and execute on value-added initiatives.

Transfer Agent

We have engaged Colonial Stock Transfer, 7840 S. 700 E, Salt Lake City, UT 84070, 801-355-5740, as our transfer agent.

We currently occupy leased office space at 14755 West Cameron Drive, Surprise, AZ 85379.

Our Directors and Executive Officers are:

Fred Langley, Director and CEO, AGE 47, Appointed January 31, 2023

Fred Langley is the founder and CEO of Restaurant Systems Pro, a company committed to helping restaurateurs everywhere. With over three decades of experience in the restaurant industry, Fred brings a wealth of knowledge and expertise to the table.

Starting out as a dishwasher, Fred worked his way up to becoming a Chef in Sonoma County, California, known for its farm-to-table cuisine. He developed an appreciation for systems and processes through his own experiences as a restaurant owner and sought to share this knowledge with others through coaching and consulting services.

In 2006, Fred teamed up with software designers to create his first software for restaurants, focusing on menu engineering and budgeting. The success of this software led to the launch of Restaurant Systems Pro in 2011.

Today, Restaurant Systems Pro offers a comprehensive suite of tools to help restaurant owners manage every aspect of their business, from recipe costing to labor management and accounting. With a focus on serving its members well, Restaurant Systems Pro is committed to bringing the hospitality of the restaurant industry to the software industry.

Through his extensive knowledge and commitment to making restaurant ownership easier, Fred is a true asset to the restaurant industry.

Jameel Khan, CTO, Age 37, Appointed January 31, 2023

Jameel, a veteran tech entrepreneur, in 2001 led the team of 30 engineers to build Heard Holdings LLC an end-to-end point of sale and payments platform with sports legend Tiger Woods. Under Jameel’s leadership, Heard raised $10mm at a $100mm valuation within 2 years of formation. Prior to Jameel’s time with Heard, Jameel has been responsible for software that served clients spanning from the NFL to NBC Universal to start ups alike. Jameel lives in Dubai, UAE with his wife and 2 children.

Peter Sclafani, Director, Age 55, Appointed January 31, 2023

Peter Sclafani is an accomplished Executive Chef and Co-Owner of Phil’s Oyster Bar, and Partner at Making Raving Fans Hospitality Group. With over two decades of experience in the restaurant industry, he has established a reputation as a leading hospitality expert. Growing up in the industry, he started working in his father’s restaurant at the age of 13 and honed his culinary skills. After studying finance at LSU, Peter opened his first restaurant, Ruffino’s, which he successfully scaled to two locations before selling in 2019 after 21 years.

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Today, he is a partner in multiple restaurants in Louisiana and a shareholder in Restaurant Systems Pro, where he has been a client for over ten years. Peter has also been invited to cook at the James Beard House, named “Restaurateurs of the Year” by the Louisiana Restaurant Association, and is a newly elected board member of the National Restaurant Association. He is the author of the book “Seasons of Louisiana” published in 2012.

Steve Brown, Director Age 63, Appointed January 31, 2023

Steve Brown is the President of the Busboy Restaurant Group, with a rich history in the hospitality industry. He started his journey as a busboy at the age of 15 and quickly rose through the ranks to become a host, where he discovered his passion for the front-of-house. After several years in the kitchen, he left the industry to work in liquor and beer sales for four years. However, his love for the restaurant business led him back in 1985, when he opened his first restaurant, Esparza’s Restaurante Mexicano, in Grapevine, Texas with a partner. Over the years, he opened two more locations under different names, eventually consolidating to just two locations including the original Esparza’s. Today, Esparza’s is a thriving, bustling restaurant and Steve is at the helm of his own successful restaurant group. He was also the Chairman of the Grapevine, TX Chamber of Commerce and has been a long-standing member and investor in Restaurant Systems Pro since 2008.

Daniel M. Carr, Director Age 72, Appointed January 31, 2023

Daniel Carr has been a lifetime member of the food industry beginning in restaurants in 1974. He worked in restaurant management for others and then purchased his own family restaurant for 11 years.

Daniel Carr joined his better half, Candy Mecham in 1993, at Visconti’s Italian Restaurant. They grew it from a 60 seat Italian Restaurant, into the Visconti Hospitality Group, consisting of two Visconti Italian Restaurant’s, FIRE and ICE Neapolitan Pizzeria, Leavenworth Sausage Garten, Via Dolce Gelateria, and Cured Market an artisan salami and cured meat market that is supplied by Visconti’s Cured by Visconti, a USDA inspected cured meat processing facility recognized by awards Nationally and Internationally.

A longtime member of Restaurant Systems Pro (2005), a power user of its systems, and an investor in Restaurant Systems Pro and SRV.

Jonathan Smith, Director Age 39, Appointed January 31, 2023

Jonathan Smith is a distinguished Certified Public Accountant with a vast career specializing in the accounting, auditing, and tax industry featuring key roles at prominent firms. He started his professional career at a PCAOB registered CPA firm in Tampa, Florida where he specialized in auditing both publicly and privately held banks, including those with $1B+ in assets. He then spent time at Deloitte leading teams across multiple agencies of North America’s largest public transportation network, and across an array of industries, including Fortune 500 companies. Subsequently, Mr. Smith accepted a Partner role at a CPA firm where he pioneered the development of a global SOC audit practice, solidifying the firm’s reputation for financial statement audits and SOC 2 audits. Most recently, Mr. Smith launched his own CPA firm, where he leverages his extensive expertise to provide unparalleled tax and CFO services, empowering emerging businesses to achieve unprecedented growth and success.

Mr. Smith’s path to success is underpinned by a strong academic foundation. He holds an MBA with a focus in International Economics and a Bachelor’s degree in Accounting from the University of South Florida. Beyond his accounting expertise, Mr. Smith’s leadership capabilities were evident during his service as Airborne Infantry in the United States military, where he led teams of soldiers while deployed to combat zones during Operation Iraqi Freedom III & IV.

Board Committees

As of the date of this prospectus, we do not have any committees in our Board of Directors. We hope to attract a Board of Advisors, initially, to help plan the growth of the Company, and eventually to appoint additional full time Directors to serve on our Board at which time we will form an Audit Committee, a Compensation Committee, a Corporate Governance Committee, and a Nominating Committee.

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Management Compensation

There are no current employment agreements between the Company and its executive officers or understandings regarding future compensation. Currently the Company has continued the employment agreement of the CEO from the acquired company at a reduced rate $175,000 per year.

Our executive officers have agreed to work at reduced remuneration until such time as the Company receives sufficient revenues necessary to provide proper salaries.

The Company does not intend to pay employee directors a separate fee for their services.

Employment Agreements

We have no written employment agreements with any of our executive officer or key employee.

Equity Incentive Plan

We have no equity incentive plan.

Indemnification and Limitation on Liability of Directors

Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by Nevada law. Nothing contained in the provisions will be construed to deprive any director of his right to all defences ordinarily available to the director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Involvement in Certain Legal Proceedings

During the past five years none of our directors, executive officers, promoters or control persons was:

Code of Business Conduct and Ethics

Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

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The following summary compensation table reflects all compensation awarded to, earned by, or paid to our officers and directors for all services rendered to us in all capacities during 2023.

Summary Compensation Table

Employment Agreements

We have no written employment agreements with any of our executive officers or key employees.

Director Compensation

The following table sets forth director compensation as of September 30, 2024:

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Transactions with Related Persons

Board members are industry operators and are scheduled to use the Point-of-Sale System in their locations’ Go Club LLC is the licencing partner, providing software management for the company.

Controlling Persons

The Company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person.

Director Independence

Our board of directors consists of Messrs. Langley, Sclafani, Carr and Brown. The board considers all relevant facts and circumstances in its determination of independence of all members of the board. After review of the Directors by the Board, and specifically by the Chairman of the Board, it has been determined that Messrs. Sclafani, and Brown are considered independent. The Company uses the term “independent” as described by NASDAQ.

The following table sets forth certain information, as of September 30,2024, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of internal records of the Company with respect to our common stock. As of September 30, 2024 there were 17,908,567 shares of our common stock outstanding.

The number of shares of common stock beneficially owned by each person is determined under the rules of the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

* - All officers, directors and affiliate as a group (10 people)

(1)Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of September 30, 2024 are deemed outstanding for computing the percentage of the person holding such option  

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or warrant but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of shares of common stock outstanding on September 30, 2024, and the shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of September 30, 2024.

Option Grants in Last Fiscal Year

From its inception through we have not awarded options to our executive officers.

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

Common Stock:

Subject to the rights of holders of any Preferred Stock that may from time to time be outstanding, the holders of outstanding shares of Common Stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the Board of Directors may determine in its sole and absolute discretion. Each stockholder is entitled to one vote for each share of Common Stock held. The Common Stock is not entitled to preemptive rights and is not subject to redemption. In the event of liquidations, dissolution or winding-up of the Company, subject to the right of holders of any Preferred Stock that may be outstanding, the holders of the Common Stock shall be entitled to receive pro rata all of the remaining assets of the Company available for distribution to its stockholders. All outstanding shares of Common Stock are, and the shares of Common Stock to be issued pursuant to this Offering will be fully paid and non-assessable.

Preferred Stock:

The Board of Directors is authorized, subject to any limitations prescribed by Nevada law, to provide for the issuance of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix or alter the rights, preferences, privileges and restrictions, including voting, conversion, liquidation, dividend and redemption, of the shares of each wholly unissued series and any restrictions thereon, and to increase or decrease the number of shares of any such series (but not below the number of shares of such series then outstanding) without any further vote or action by the stockholders. Although it presently has no intention to do so, the Board of Directors may authorize and issue Preferred Stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Common Stock. In addition, the issuance of Preferred Stock may have the effect of deferring or preventing a change in control of the Company.

Options:

As of the date of this Memorandum, the consultants, employees, and advisors have no outstanding options to purchase shares of the Company’s Common Stock.

PENNY STOCK REGULATION

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this Offering may be subject to such penny stock rules,

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purchasers in this Offering will in all likelihood find it more difficult to sell their Common Stock shares in the secondary market.

Dividend Policy

We will not distribute cash to our Common Stock shareholders until Company generates net income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Equity Compensation Plan Information

Company may establish a Common Stock Option Plan for the benefit of its employees soon. The vesting and terms of all of the options are determined by the Board of Directors and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.

Market Information

Holders

As of September 30, 2024, there were approximately 545 record holders of our common stock and there are 17,908,567 shares of our common stock outstanding.

Dividends

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors.

We are offering a maximum of 1,500,000 Units the public at a price of $5.00 per share on a “best efforts” basis. The Units are being offered in the United States pursuant to Regulation A under the Securities Act, in certain provinces of Canada on a private placement basis pursuant to exemptions from the prospectus requirements under applicable Canadian law, and in jurisdictions outside the United States and Canada on a basis which does not require qualification or registration of such securities. There is no minimum offering amount; however, the minimum investment for each investor is $500.00. Potential investors should be aware that there can be no assurance that any other funds will be invested in this offering other than their own funds.

We plan to market the securities in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular and other materials on an online investment platform.

Our Offering will expire on the first to occur of (a) the sale of all 7,500,000 shares of Common Stock offered hereby, and (b) one (1) year from the initial qualification date. This will be a continuous offering which commences within two calendar days after the qualification date, will be offered on a continuous basis, may continue to be offered for a period in excess of 30 days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within one year from the initial qualification date.

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The Company will engage a registered intermediary, either a broker-dealer or a FINRA-registered funding portal, for compliance and transparency to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the company has agreed to pay a commission equal to 3% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company will negotiate a one-time advance set up fee to cover reasonable out-of-pocket accountable expenses anticipated to be incurred by a registered intermediary, such as, among other things, preparing the FINRA filing. In addition, the company expects pay a $5,000 consulting fee that will be due after FINRA issues a No Objection Letter and the Commission qualifies the offering. The company estimates that total fees would be $370,000 for a fully subscribed offering. These assumptions were used in estimating the expenses of this offering.

Transfer Agent

We have engaged Colonial Stock Transfer, 7840 S. 700 E, Salt Lake City, UT 84070, 801-355-5740, as our transfer agent.

Investors’ Tender of Funds

After the SEC has qualified the Offering Statement, the Company will accept tenders of funds to purchase the Common Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their securities on the same date). Investors may subscribe by tendering funds via ACH, debit or credit card, wire or check. The Company estimates that processing fees for credit card subscriptions will be approximately 3.25% of total funds invested per transaction. The Company intends to pay these fees on behalf of investors. Delays in the processing and closing of subscriptions paid by check may occur, and credit card processing fees may fluctuate. Upon closing, funds tendered by investors will be made available to the Company for its use. The Company estimates that approximately 80% of the gross proceeds raised in this Offering will be paid via credit card, check and wire. This assumption was used in estimating the payment processing fees included in the total offering expenses set forth in the “Use of Proceeds” section of this Offering Circular.

To invest you will be required to subscribe to the Offering at SRVE.COM and agree to the terms of the Offering and the subscription agreement.

Upon confirmation that an investor’s funds have cleared, the Company will instruct the Transfer Agent to issue shares to the investor. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

If it takes some time for the Company to raise funds in this Offering, the Company may rely on cash on hand, or may seek to raise funds by conducting a new offering of equity or debt securities.

There is no aggregate minimum to be raised in order for the Offering to become effective and therefore the Offering will be conducted on a “rolling basis.” This means we will be entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, offering expenses, reimbursements, and other uses as more specifically set forth in the “Use of Proceeds” contained elsewhere in this Offering Circular.

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Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten percent (10%) of the greater of your annual income or net worth (please see below on how to calculate your 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.

Because this is a Tier 2, Regulation A offering, most investors must comply with the ten percent (10%) limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

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Offering Period and Expiration Date

This Offering will start on the date on which the SEC initially qualifies this Offering Statement (the “Qualification Date”) and will terminate on the Termination Date (the “Offering Period”).

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Dalmore will review all subscription agreements completed by the investor.

If the subscription agreement is not complete or there is other missing or incomplete information, the funds will not be released until the investor provides all required information. In the case of a debit card payment, provided the payment is approved, Dalmore will have up to three days to ensure all the documentation is complete. Dalmore will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

All funds received by wire transfer will be made available immediately while funds transferred by ACH will be restricted for a minimum of three days to clear the banking system prior to deposit into an account at the Escrow Agent.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the offering is oversubscribed in excess of the maximum offering amount.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, there is no maximum period to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or check will be returned to subscribers within 30 days of such rejection without deduction or interest. Upon acceptance of a subscription, the company will send a confirmation of such acceptance to the subscriber.

Dalmore has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the shares. Dalmore is not participating as an underwriter and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Dalmore is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this offering. Based upon Dalmore’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Dalmore in this offering as any basis for a belief that it has done extensive due diligence. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular. All inquiries regarding this offering should be made directly to the company.

Upon confirmation that an investor’s funds have cleared, the Company will instruct the Transfer Agent to issue shares to the investor. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.

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In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the ten percent (10%) of net worth or annual income limitation on investment in this Offering.

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon by

The financial statements of the Company appearing elsewhere in this Offering Circular have been included herein in reliance upon the report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, of HACKER, JOHNSON & SMITH PA, an independent certified public accounting firm, appearing elsewhere herein, and upon the authority of that firm as experts in accounting and auditing.

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, as amended, with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular include the material provisions of any contract or other document that is filed as an exhibit to the Offering Statement, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. The Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

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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 behalf by the undersigned, thereunto duly authorized, in Ontario, Canada on February 4, 2025.

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

February 4, 2025

February 4, 2025

February 4, 2025

February 4, 2025

February 4, 2025

February 4, 2025

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Part III – EXHIBITS

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ITEM 1. FINANCIAL STATEMENTS

POS Systems, Inc.

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See Accompanying Notes to Financial Statements.

F-1

See Accompanying Notes to Financial Statements.

F-2