As ~~Filed~~filed with the Securities and Exchange Commission ~~August~~on 5,October ~~2009~~24, 2025.

Registration No.: 333-~~XXXXXX~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~SILVERHILL~~CHARGING ~~MANAGEMENT SERVICES,~~ ROBOTICS INC.

Delaware	SIC 8471	26-2274999
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification #)

(Exact name of registrant as specified in its charter)

21 Merrimac Way, Unit B Tyngsboro, MA 01879 978-697-1180 (Address and telephone of registrant’s executive office) Ms. Emily Lussier 21 Merrimac Way, Unit B Tyngsboro, MA 01879 978-697-1180 (Name, address and telephone of agent for service of process) Copies of all communication to: Eric W. Richardson, Esq. Cohen & Richardson, LLP 2321 Rosecrans Avenue, Suite 4210 El Segundo, CA 90266 Telephone (310) 469-9601 Fax (310) 469-9610

Delaware		5013		26-2274999
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

~~APPROXIMATE~~20 ~~DATE~~Raul OFWallenberg ~~COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this prospectus~~Street

IfTel ~~any~~Aviv, ofIsrael, ~~the~~6971916 (Address, ~~securities~~including ~~being~~zip ~~registered~~code, onand ~~this~~telephone ~~Form~~number, ~~are~~including toarea becode, ~~offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act~~ of ~~1933,~~registrant’s ~~please~~principal ~~check~~executive ~~the following box. X .~~offices)

IfCorporation ~~this~~Service Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .Company

If241 ~~this~~Little ~~Form~~Falls is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .Drive

~~If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act~~Wilmington, ~~check~~DE ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .~~19808

~~Indicate~~Tel: by(302) ~~check mar whether the registrant is a large accelerated filer, a non accelerated filer, a non~~636-~~accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, a “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~5401

~~Large~~ (Name, ~~Accelerated~~address, ~~Filer . Accelerated~~including ~~Filer .~~zip code, and telephone number, including area code, of agent for service)

~~Non-accelerated~~Copies ~~Filer . Smaller~~of ~~Reporting~~all ~~Company X~~communications, .including communications sent to agent for service, should be sent to:

~~CALCULATION~~David OFHuberman, ~~REGISTRATION FEE~~Esq.

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (1)
Common Stock, par value $.0001 per share (1)	702,000	$0.25	$175,500	$9.79

Michael Soumas, Esq.

~~(1)~~Greenberg ~~Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of '33~~Traurig, ~~as amended and based upon the amount of consideration received by the issuer~~P. ~~As of the date hereof, there is no established public market for the common stock being registered~~A. Accordingly, and in accordance with Item 505 of Regulation S-B requirements certain factor(s) must be considered and utilized in determining the offering price. The factor considered and utilized herein consisted of and is based upon the issuance price of those securities issued which shares of common stock were all issued at $0.25 per share.

One Azrieli Center

Round Tower, 30th floor

132 Menachem Begin Rd

Tel Aviv, Israel 6701101

Telephone: +972 (0) 3.636.6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 24, 2025

PRELIMINARY PROSPECTUS

7,928,852 Shares of Common Stock

Charging Robotics Inc.

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus, or the Selling Stockholders, of up to 7,928,852 shares of our common stock, par value $0.0001 per share, held by the Selling Stockholders.

The Selling Stockholders are identified in the table commencing on page 9. Other than as described above, we will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See “Use of Proceeds.”

The Selling Stockholders may sell all or a portion of the shares of common stock from time to time in market transactions through any market on which our shares of common stock are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.

Our common stock is quoted on the OTCID Basic Market, or OTCID, under the symbol “CHEV”. On October 23, 2025, the last reported sale price of our common stock on the OTCID was $5.45 per share.

We have applied to list our common stock on the Nasdaq Capital Market, or Nasdaq, under the symbol “CHEV”. Assuming that our common stock is listed for trading on the Nasdaq, the quoting of our common stock on OTCID will be discontinued prior to the listing on Nasdaq. It is a condition to the closing of this offering that our shares of common stock shall have been approved for listing on Nasdaq. We will not request effectiveness of the registration statement pursuant to which this prospectus relates until the Nasdaq Stock Market LLC has approved the listing of our shares of common stock on Nasdaq.

Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 5 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference in this prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

	Page

ABOUT THIS PROSPECTUS	ii

PROSPECTUS SUMMARY	1

SUMMARY FINANCIAL DATA	4

RISK FACTORS	5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	7

USE OF PROCEEDS	8

SELLING STOCKHOLDERS	8

PLAN OF DISTRIBUTION	13

MANAGEMENT	15

DESCRIPTION OF THE OFFERED SECURITIES	19

LEGAL MATTERS	21

EXPERTS	21

WHERE YOU CAN FIND MORE INFORMATION	21

MATERIAL CHANGES	22

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	22

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find More Information.”

You should rely only on the information that is contained in this prospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.

We are not offering to sell or solicit any security other than the shares of common stock offered by this prospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

All trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ^® and ^™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

Our financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our historical results do not necessarily indicate our expected results for any future periods.

Market data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies and industry publications and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Unless the context otherwise requires, references to “we,” “our,” “us,” “Charging Robotics” or the “Company” in this prospectus refer to Charging Robotics Inc. (formerly Fuel Doctor Holdings, Inc.), a Delaware corporation, and its wholly-owned subsidiary, Charging Robotics, Ltd., an Israeli company, and references to “CR Israel” refer to Charging Robotics, Ltd.

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

PROSPECTUS SUMMARY

The following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

Overview

Charging Robotics is engaged in the development, production and installation of wireless charging systems for various applications. The current focus of the company is wireless charging systems for electric vehicles (“EVs”) in robotic parking systems. The Company believes that this solves a very strong need for not being able to use cable based charging systems in these kinds of parking systems. At the heart of the technology is a wireless power transfer module that uses resonance induction coils to transfer electricity wirelessly. This module can be used for various products such as robotics and stationary platforms. These coils are installed in various places of the parking facility and when the robotics parking system stores a vehicle to be parked, the wireless charging system detects this and automatically starts to charge the car in a wireless manner.

CR Israel was founded in February 2021 with the goal of developing a robotics system (of our own) to wirelessly charge electric vehicles in regular parking lots. The robotic platform that we developed includes a component which is small enough to fit under the vehicle and charge it wirelessly. The robot will automatically position itself for maximum-efficiency charging, and upon completion will automatically return to its docking station or to charge the next vehicle. We have developed this concept and have a working prototype for it, proving its feasibility. Our focus on wireless charging for robotics parking systems began in in June 2023, since we found this market niche to be both large enough and much closer to market due to the R&D required, the bigger market needs and the better product market fit. Automatic or robotic parking systems (“APSs”) are used to store vehicles automatically, when a driver arrives at the parking facility, and retrieve them when such driver wishes to depart. The vehicles are stored in areas with no human access, which makes charging an EV using the traditional cable-and-plug system impractical, since drivers cannot reach their vehicles in order to connect the plug. The Company’s innovative solution utilizes wireless electrical transfer modules that do not require the driver to connect a plug in a place with no access. The Company’s solution is used to transfer electricity wirelessly from the building’s electrical grid to the vehicle (or alternatively, to a carrier plate on which the vehicle is located). This will enable EVs to charge in “no access” areas of APSs. Currently, the Company successfully completed a pilot project in Tel Aviv and is currently working towards delivery of the first purchased systems to be installed in automatic parking facilities in Tel Aviv.

On April 24, 2021, Charging Robotics invested $250,000 and purchased 19.99% of the share capital of Revoltz Ltd. (“Revoltz”), an Israeli private company focusing on research, development and production of micro-mobility vehicles for the urban environment for the business and the private markets. On March 27, 2024, Revoltz announced a $2.7 million exclusive distribution agreement with the completion of the first batch production of 50 PORTO Micro-Mobility EVs for the last-mile delivery market. Completing the production is a significant step in Revoltz’s preparation for its first shipment in accordance with the distribution agreement it signed this past year.

Revoltz has made significant strides in the EV industry with the launch of PORTO, which provides a seamless blend of functionality, sturdy design, and agility, designed specifically for the growing last-mile delivery market. The PORTO vehicle, capable of 100 km with a delivery payload of 250L on a single charge, offers a similar payload capacity to a small hatchback car, at a fraction of the cost and with the ability to maneuver in tight urban environments. PORTO uses an advanced tilting suspension mechanism, ensuring best-in-class stability, even bearing a full load. With high volume loading spaces integrated over both axles, the cargo weight is distributed evenly, making for a safe and confident ride with unmatched vehicle dimensions.

Recent Developments

Credit Facility

On June 8, 2025, we entered into facility agreements for up to $3.0 million (the “Facility Loan Amount”) credit facility (the “Credit Facility”) with certain lenders (the “Lenders” and the “Facility Agreement”, respectively).

We may draw down the Facility Loan Amount from time to time, in whole or in part, upon our request, from the period beginning on the effectiveness date of an uplisting of our shares of common stock to a national securities exchange (the “Uplist Date”) and ending on the earlier to occur of (i) such date that the Facility Loan Amount has been drawn down in full and (ii) upon such date that we close one or more equity financing transactions in an aggregate amount of at least $3.0 million.

The principal portion of the Facility Loan Amount shall be repaid to the Lenders upon such date that we close one or more equity financing transactions in an aggregate amount of at least $3.0 million (the “Principal Repayment Date”). The Credit Facility will accrue interest at a rate of 12% per annum (the “Facility Interest”). Facility Interest accrued as of the Principal Repayment Date shall be repaid to the Lenders upon such date that we close one or more equity financing transactions in an aggregate amount of at least $5.0 million.

As part of the Facility Agreement, we issued warrants (the “Facility Warrants”) to the Lenders to purchase an aggregate of 200,000 shares of our common stock, representing an aggregate exercise amount of $3.0 million, with a per share exercise price of $15.00, subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein. The Facility Warrants will be exercisable on the Uplist Date and will have a term of 5 years from the Uplist Date.

Securities Exchange Agreement

On June 24, 2025, we entered into a securities exchange agreement, or the Securities Exchange Agreement, with Revoltz and three shareholders of Revoltz, or the Revoltz Shareholders, pursuant to which we issued to the Revoltz Shareholders an aggregate of 12.35% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,385,002 shares of our common stock, or the Exchange Shares, in exchange for 32.74% of Revoltz’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The transactions contemplated by the Securities Exchange Agreement closed on June 26, 2025, subject to the satisfaction of customary closing conditions, which resulted in Revoltz becoming a majority-owned subsidiary. We have registered the Exchange Shares for resale by the Revoltz Shareholders in the registration statement to which this prospectus relates.

Company Information

Our principal executive offices are located at 20 Raul Wallenberg Street, Tel Aviv, Israel 6971916, and our telephone number is +972-3-717-5777. Our website address is www.chargingrobotics.com. We use our website (www.chargingrobotics.com) as a channel of distribution of Company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

WE HEREBY AMEND THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE ~~SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.~~ OFFERING

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Shares of common stock currently outstanding		11,442,871 shares of common stock.

Securities offered by the Selling Stockholders		Up to 7,928,852 shares of our common stock, par value $0.0001 per share.

Shares of common stock to be outstanding		11,442,871 shares of common stock.

Selling Stockholders		All of the shares of our common stock are being offered by the Selling Stockholders. See “Selling Stockholder” on page 8 of this prospectus for more information on the Selling Stockholders.

Use of Proceeds		We will not receive any proceeds from the sale of shares of common stock included in this prospectus by the Selling Stockholders. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.”

Risk Factors		Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 5 this prospectus.

Listings		Our common stock is quoted on the OTCID under the symbol “CHEV”.

		We have applied to list our common stock on the Nasdaq under the symbol “CHEV”. Assuming that our common stock is listed for trading on the Nasdaq, the quoting of our common stock on OTCID will be discontinued prior to the listing on Nasdaq. It is a condition to the closing of this offering that our shares of common stock shall have been approved for listing on the Nasdaq Capital Market. We will not request effectiveness of the registration statement pursuant to which this prospectus relates until the Nasdaq Stock Market LLC has approved the listing of our shares of common stock on Nasdaq.

~~SILVERHILL~~Unless ~~MANAGEMENT~~otherwise ~~SERVICES~~indicated, ~~INC.~~the number of shares of common stock outstanding prior to and after this offering is based on 11,442,871 shares of common stock outstanding as of October 23, 2025, and excludes as of such date:

21● ~~Merrimac~~6,150,000 ~~Way~~shares –of ~~Unit~~common Bstock issuable upon exercise of outstanding warrants issued to former shareholders of Charging Robotics Ltd., our wholly-owned subsidiary, at an exercise price of $0.01 per share; ● 200,000 shares of common stock issuable upon the exercise of outstanding Facility Warrants issued in connection with the Facility Agreement at an exercise price of $15.00; ● 122,831 shares of common stock issuable upon exercise of outstanding warrants issued to Automax Motors Ltd., with an exercise price of $12.82 per share; ● 294,928 shares of common stock issuable upon exercise of restricted stock units, or RSUs, granted to the chief executive officer of Revoltz; and ● 1,372,656 shares of common stock reserved for potential future issuance pursuant to our 2023 Stock Incentive Plan.

~~Tyngsboro~~Unless otherwise indicated, MAall ~~01879~~information in this prospectus assumes no exercise of the outstanding warrants described above and the automatic vesting of 196,619 RSUs granted to the chief executive officer of Revoltz upon the effectiveness of the Uplist.

Up to 693,000 Shares of Common Stock

Offering Price: $0.25 per share

As of August 4, 2009 we had 4,212,000 shares of our common shares outstanding.

This is a resale prospectus for the resale of up to 702,000 shares of our common stock by the selling stockholders listed herein. We will not receive any proceeds from the sale of the shares.

Our common stock is not traded on any public market and, although we intend to initiate steps to have our common stock quoted on the Over the Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority ("FINRA") upon the effectiveness of the registration statement of which this prospectus is a part, we may not be successful in such efforts, and our common stock may never trade in any market. We have not yet contacted any broker-dealer to request that they apply to have our stock included on the OTCBB.

Selling stockholders selling pursuant to this prospectus will sell at a fixed price of $0.25 per share until our common shares are quoted on the OTCBB or another market and thereafter at prevailing market prices, or privately negotiated prices.

Silverhill Management Services, Inc. is a start up venture intending to engage in the business of offering business support services and outsourced business processes to proprietors, entrepreneurs and small businesses. Our services will include project management, database and information storage, the creation of legally compliant business policies, document management services, and finance and accounting services. We will require substantial additional capital contributions for our business to become fully operational.

Investing in our common stock involves very high risks. See "Risk Factors" beginning on page 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is August 4, 2009.

SUMMARY OFFINANCIAL ~~OUR OFFERING~~DATA

The following ~~summary~~table ~~information~~summarizes our isfinancial ~~qualified~~data. We have derived the following statements of comprehensive income (loss) for the years ended December 31, 2024 and 2023 from our audited financial statements included elsewhere in ~~its~~or ~~entirety~~incorporated by reference into this prospectus. We have also derived the ~~detailed~~statements ~~information~~of comprehensive income (loss) for the six months ended June 30, 2025 and 2024 and the balance sheet data as of June 30, 2025 from our unaudited interim financial statements ~~appearing~~included elsewhere in this prospectus. Such financial statements have been prepared in accordance with U.S. GAAP. Our historical results are not necessarily indicative of the ~~Prospectus~~results that may be expected in the future. The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

OUR BUSINESS

	Year Ended December 31,						Six Months Ended June 30
(USD in thousands, except share data)	2024			2023			2025			2024
Statements of Operations Data:
Operating expenses:
Research and development costs, net	$	319		$	329		$	145		$	148
General and administrative costs		458			437			337			214
Operating loss		(777	)		(766	)		(482	)		(362	)
Other income		-			-			1,287			-
Financial income (expenses), net		(29	)		(11	)		(67	)		3
Equity in losses from investment in affiliate		(36	)		(27	)		(42	)		(23	)
Net income (loss)		(842	)		(804	)		696			(382	)
Other comprehensive income (loss)		(3	)		(15	)		10			(3	)
Total comprehensive income (loss)	$	(845	)	$	(819	)	$	706		$	(385	)
Weighted average common stock outstanding		9,157,398			7,807,370			9,756,066			9,151,040
Basic and diluted income (loss) per share of common stock	$	(0.09	)	$	(0.10	)	$	0.07		$	(0.04	)

The Company intends to offer business support services to proprietors, entrepreneurs, and small business owners. By offering a full suite of outsourced business processes including project management, database and information storage, document management services, and finance and accounting services, the Company will market its “Virtual Admin” brand to businesses to help optimize their managements’ time and allow them to focus on their core business activities. The Company will secure office space, hire necessary personnel, purchase equipment, further develop the service offering, and commence its marketing efforts. There is no assurance that the Company will be successful in these endeavors or that if accomplishes all of these steps it will be able to operate profitably. Based on management’s personal experience, the Company believes that its product is a legitimate business opportunity for the Company and its shareholders.

	As of June 30,
(USD in thousands)	2025
Balance Sheet Data:
Cash	$	114
Total assets	$	7,649
Total non-current liabilities	$	35
Total stockholders’ equity	$	6,259

We were incorporated in March of 2008, under the laws of the State of Delaware and have not commenced marketing or sales of our product. Our headquarters are located at 21 Merrimac Way – Unit B, Tyngsboro, MA 01879, which is the residence of our Chief Executive Officer, and our telephone number is 978-697-1180. We intend to establish a web site to help in marketing our product. Any information that may appear on our web site once it is operational should not be deemed to be a part of this prospectus.

About This Offering

The Offering
Securities being offered:	Up to 702,000 shares of common stock, par value $0.0001, by the selling stockholders.
Offering price per share:	$0.25
Offering period:	The shares will be offered on a time-to-time basis by the selling stockholders.
Net proceeds:	We will not receive any proceeds from the sale of the shares.
Use of proceeds:	We will not receive any proceeds from the sale of the shares.
Number of Shares of Common Stock and Preferred Stock Authorized and Outstanding:	50,000,000 shares of common stock authorized, 4,212,000 shares issued and outstanding,

10,000,000 shares of blank check preferred stock authorized – none issued.

There is no trading market for our shares. We intend to find a broker dealer to sponsor us for inclusion on the Over the Counter Bulletin Board and thereafter we hope that a trading market will develop. To date we have not contacted any broker-dealer to act as a sponsor for our stock. Selling stockholders will sell at a fixed price of $0.25 per share until our common shares are quoted on the Over-the-Counter Bulletin Board or another market and thereafter at prevailing market prices, or privately negotiated prices.

Selected Financial Information

BALANCE SHEET DATA: As of June 30, 2009
Cash:	$	6,091
Total assets:	$	6,091
Accrued expenses:	$	3,800
Total liabilities:	$	3,800
Total stockholders’ deficit:	$	2,291
STATEMENT OF OPERATIONS DATA: For the Period from March 25, 2008 (inception) through December 31, 2008
Revenues:	$	0.00
Operating expenses:	$	6,542
Net loss:	$	(6,542)

BALANCE SHEET DATA: As of December 31, 2008
Cash:	$	5,433
Total assets:	$	5,433
Accrued expenses:	$	9,600
Total liabilities:	$	9,600
Total stockholders’ deficit:	$	(4,167)
STATEMENT OF OPERATIONS DATA: For the period from March 25, 2008 through December 31, 2008
Revenues:	$	0.00
Operating expenses:	$	(48,563)
Net loss:	$	(48,563)

The foregoing summary information is qualified by and should be read in conjunction with our audited financial statements and accompanying footnotes.

RISK FACTORS

~~You~~An investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the ~~following~~risk ~~factors~~set inforth ~~evaluating~~below, ~~our~~as ~~business,~~well ~~operations~~as ~~and~~the ~~financial~~risks described ~~condition.~~in ~~Additional~~our ~~risks~~most ~~and~~recent ~~uncertainties~~Annual ~~now~~Report ~~known~~on toForm us10-K, asany ~~well~~updates asto those ~~presently~~risks ~~unknown~~in toour usQuarterly Reports on Form 10-Q or Current Reports on Form 8-K, ~~that~~together wewith ~~currently~~all ~~deem~~of ~~either~~the ~~material~~other orinformation ~~immaterial~~appearing in this prospectus or ~~that~~incorporated by reference into this prospectus. The risks so described are ~~similar~~not tothe ~~those~~only ~~faced~~risks byfacing ~~other~~us. ~~companies~~Additional inrisks ~~our~~not ~~industry~~presently orknown ~~business~~to inus ~~general,~~or ~~such~~that aswe ~~competitive~~currently ~~conditions,~~deem immaterial may also impair our business operations. ~~The~~Any ~~occurrence~~of these risks could materially and adversely affect our business, financial condition, results of ~~any~~operations ~~the~~and ~~following~~cash ~~risks~~flows and could ~~have~~result in a ~~material~~loss ~~adverse~~of ~~effect~~all onor ~~our~~part ~~business~~of your investment. In any case, ~~financial~~the ~~condition~~value of the securities offered by means of this prospectus could decline due to any of these risks, and ~~results~~you may lose all or part of ~~operations~~your investment.

~~Risks~~The ~~Related~~sale toof ~~Our~~a ~~Business~~substantial amount of our shares of common stock including resale of the shares being registered hereunder in the public market could adversely affect the prevailing market price of our common stock.

We are ~~not~~registering ~~yet~~for ~~operational and will require substantial additional funds. We intend to enter the business of offering business support services and outsourced business processes to proprietors~~resale 7, ~~entrepreneurs and small businesses. Our services will include project management~~928,852 ~~database~~shares ~~and~~of ~~information~~common ~~storage, document management and finance and accounting services~~stock. ~~The~~Sales ~~exact array~~ of ~~services~~substantial weamounts ~~will~~of ~~offer~~shares ~~will~~of ~~be affected by~~ our ~~ability~~shares ~~to raise additional capital to secure the office space, personnel and equipment required to provide these services. The greater amount~~ of ~~capital~~common westock ~~raise, the greater our services will be both~~ in the ~~quantity~~public ofmarket, ~~different~~or ~~services we offer and~~ the ~~number~~perception that ofsuch ~~clients~~sales we might ~~serve.~~occur, Wecould ~~have~~adversely ~~not~~affect ~~raised~~ the ~~capital~~market weprice ~~require~~of ~~for~~ our ~~proposed~~shares ~~business~~of ~~operations.~~common ~~However~~stock, weand ~~have not yet hired any personnel, acquired~~ the ~~necessary~~market ~~equipment~~value orof ~~otherwise~~our ~~begun operations~~other securities. ~~Our activities to date have been organizational and developmental (pre-operational).~~ We ~~believe~~cannot ~~that~~predict ~~our~~if ~~presently available funds~~ and ~~our~~when ~~financing~~Selling ~~commitments~~Stockholders ~~will~~may besell ~~sufficient~~such toshares ~~meet our anticipated needs for our business plan~~ in the ~~pre-operational~~public ~~stage for at least the next twelve months~~markets. ~~We will need to raise additional funds of $500~~Furthermore,~~000~~ toin ~~$2,500,000~~the ~~to further develop our product and additional funds to truly become operational~~future, we ~~implement our business plan, bring our product to market, respond to competitive pressures or acquire complementary businesses or technologies. We~~ may ~~also~~issue ~~need to raise funds if our available funds decrease during our various operational stages. If~~ additional ~~funds~~shares ~~are~~of ~~raised~~common ~~through~~stock ~~the~~or ~~issuance~~other of equity or ~~convertible~~ debt securities, ~~the~~convertible ~~percentage~~into ~~ownership~~shares of ~~our stockholders will be reduced and stockholders may experience dilution. Moreover, such securities may have rights, preferences and privileges senior to those of our~~ common stock. ~~There~~Any ~~can~~such beissuance could noresult ~~assurance~~in ~~that~~substantial ~~additional~~dilution ~~financing will be available on terms favorable~~ to ~~us or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund~~ our ~~expansion,~~existing ~~take~~shareholders advantage of unanticipated acquisition opportunities, develop or enhance new product offerings or respond to competitive pressures. We have no commitments to raise the additional capital we will need to become operational. Thus we may never become operational and, ~~even~~could ifcause weour ~~do,~~stock weprice ~~may not have sufficient funds~~ to ~~grow to meet demand if we are successful and investors may lose their entire investment~~decline. ~~Recent economic developments and the current economic climate may make it especially difficult to raise additional funds.~~

Our ~~independent auditors have expressed doubt about our ability to continue as a going concern. We received a report on our financial statements for the period from March 25~~headquarters, ~~2008~~research ~~(inception)~~and ~~through~~development and ~~December~~other ~~31,~~significant ~~2008~~operations ~~from our independent registered public accounting firm that includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. We~~ are ~~not~~located ~~operational and have limited resources. We can offer no assurance that the actions we plan to take to address these conditions will be successful. Inclusion of a “going concern qualification”~~ in ~~the~~Israel, ~~report~~and, oftherefore, our ~~independent~~results ~~accountants~~ may ~~have~~be aadversely ~~negative~~affected ~~impact~~by onpolitical, ~~our~~economic ~~ability to obtain financing~~ and military ~~may~~instability ~~adversely impact our stock price~~ in ~~any market that may develop~~Israel.

~~Our~~We ~~ability~~have tooffices ~~hire~~in ~~additional~~Tel ~~personnel~~Aviv, Israel iswhere ~~important~~our toprimary ~~the~~operations, ~~continued~~research ~~growth~~and ofdevelopment, ~~our~~and ~~business.~~certain ~~Our~~other ~~continued~~finance ~~success~~activities ~~depends~~are ~~upon~~based. ~~our~~In ~~ability~~addition, toall ~~attract~~of our officers and ~~retain~~directors aare ~~group~~residents of ~~motivated~~Israel. ~~marketing~~Accordingly, political, economic and ~~business~~military ~~support~~conditions ~~professionals.~~in ~~Our~~Israel ~~growth~~and ~~may~~the besurrounding region ~~limited~~may ifdirectly weaffect ~~cannot~~our ~~recruit~~business and ~~retain~~operations. aSince ~~sufficient~~the establishment of the State of Israel in 1948, a number of ~~people.~~armed Weconflicts have ~~cannot~~taken ~~guarantee~~place ~~that~~between weIsrael ~~will~~and beits ~~able~~neighboring tocountries ~~hire~~and terrorist organizations, including Hamas (an Islamist militia and ~~retain~~political group ain ~~sufficient~~the ~~number~~Gaza ofstrip) ~~qualified~~and ~~personnel.~~Hezbollah (an Islamist militia and political group based in Lebanon).

WeIn ~~face~~October ~~substantial~~2023, ~~competition.~~Hamas ~~Competition~~terrorists infiltrated inIsrael’s ~~all~~southern ~~aspects~~border offrom the ~~outsourced~~Gaza ~~services~~Strip and ~~business~~conducted ~~services~~a ~~industry~~series isof ~~intense.~~attacks Weon ~~will~~civilian ~~compete against established outsourced business services companies with name familiarity~~ and ~~greater~~military ~~financial resources~~targets. AHamas also ~~large~~launched ~~part~~extensive ofrocket ~~our~~attacks ~~effort~~on ~~will~~Israeli bepopulation ~~directed~~and toindustrial ~~being~~centers ~~recognized~~located inalong ~~this~~Israel’s ~~market~~border ofwith ~~large~~the ~~players~~Gaza Strip and, asin aother ~~small~~areas ~~company,~~within ~~to gain~~ the ~~trust~~State of ~~purchasing decision makers at our potential customers~~Israel. ~~Competitors~~These ~~may~~attacks ~~seek~~resulted ~~to duplicate the benefits of our services~~ in ~~ways~~extensive ~~that~~deaths, doinjuries ~~not~~and ~~infringe~~kidnapping onof ~~any~~civilians and ~~benefits that our services offer~~soldiers. AsFollowing athe ~~result~~attack, weIsrael’s ~~could~~security ~~find~~cabinet ~~that~~declared ~~our~~war ~~entire~~against ~~marketing~~Hamas ~~plan~~ and ~~business~~a ~~model~~military iscampaign ~~undercut~~against orthese ~~made~~terrorist organizations ~~irrelevant~~commenced byin ~~actions~~parallel ofto ~~other~~their ~~companies~~continued ~~under~~rocket ~~which we have no control. We cannot promise that we can accomplish our marketing goals~~ and asterror ~~a result may experience negative impact upon our operating results~~attacks.

~~Our~~In ~~success~~connection ~~depends~~with tothe aIsraeli ~~large~~security ~~extent~~cabinet’s ~~upon~~declaration of ~~the~~war ~~continued~~against ~~service~~Hamas ofand ~~key~~possible ~~managerial~~hostilities ~~and~~with ~~technical~~other ~~employees~~organizations, ~~and~~several ~~our~~hundred ~~ability~~thousand toIsraeli ~~attract~~military ~~and~~reservists ~~retain~~were ~~qualified~~drafted to ~~personnel.~~perform ~~Specifically~~immediate military service, weincluding ~~are~~five ~~highly~~full ~~dependent~~time onemployees ~~the~~in ~~ability~~Israel ~~and~~of ~~experience~~ours. Although many of ~~our~~such ~~key~~military ~~employee,~~reservists have ~~Emily~~since ~~Lussier~~been released, including all our ~~president~~employees, ~~and~~they ~~CEO.~~may Webe docalled ~~not~~up ~~have~~for anadditional ~~employment~~reserve ~~agreement~~duty, ~~with~~depending ~~Ms.~~on ~~Lussier.~~developments ~~The~~in the ~~loss~~war ofin MsGaza and along Israel’s other borders. ~~Lussier~~Military ~~would~~service ~~present~~call aups ~~significant~~that ~~setback~~result ~~for~~in usabsences ~~and~~of ~~could~~personnel ~~impede~~from ~~the~~us ~~implementation~~for an extended period of time may materially and adversely affect our business, ~~plan.~~prospects, ~~There~~financial iscondition noand ~~assurance~~results ~~that~~of operations. As of October 23, 2025, we ~~will~~have betwo ~~successful~~senior management positions, who we engage in ~~acquiring~~part-time ~~and~~capacities ~~retaining~~via ~~qualified~~consulting ~~personnel~~agreements. toIn ~~execute~~addition, we ~~our~~have ~~current~~four ~~plan~~(4) engineers working for us as part-time consultants. All of ~~operations~~these individuals are located in Israel.

Since the commencement of these events, there have been continued hostilities along Israel’s northern border with the Hezbollah terror organization, with the Houthis in Yemen and on other fronts with various extremist groups in the region, such as various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. It is possible that hostilities with Iran, Hezbollah, the Houthis and Syria will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities. In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles, has threatened to continue to attack Israel, and is widely believed to be developing nuclear weapons. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities, including Tel Aviv, Haifa, and Jerusalem. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. The Israeli military conducted additional operations against Iranian assets. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. In addition, in October 2025, a ceasefire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our shares. An escalation of tensions or violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverse effect on our operations in Israel and our business. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our product and business development activities remain on track. However, the intensity and duration of the security situation in Israel are difficult to predict at this stage, as are the security situation’s economic implications on our business and operations and on Israel’s economy in general. If the ceasefires declared collapse, a new war commences or hostilities expand to other fronts, our operations may be adversely affected.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.

Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.

As of the date hereof, all of our officers and employees reside in Israel. Currently, all male adult citizens and permanent residents of Israel under the age of 40 (or older, depending on their position with the Israeli Defense Forces reserves), unless exempt, are obligated to perform military reserve duty annually and are subject to being called to active duty at any time under emergency circumstances. Our operations could be disrupted by the absence for a significant period of one or more of our key officers and employees due to military service. Any such disruption could have a material adverse effect on our business, results of operations and financial condition.

~~Our~~SPECIAL ~~president/CEO~~NOTE ~~serves~~REGARDING usFORWARD-LOOKING on a part time basis and conflicts may arise. Ms. Lussier devotes only a small portion of her time to our operations. Since she also has other outside commitments, it is inevitable that conflicts will arise in her allocation of time and effort. While she will seek to give us sufficient time to allow us to operate on a basis that is beneficial to our shareholders, this goal may not be accomplished and our operating results may be negatively impacted by the unavailability of our key personnel.STATEMENTS

~~The~~This ~~ability~~prospectus ofincludes ~~our~~forward-looking statements ~~president~~within tothe ~~control~~meaning ~~our~~of ~~business~~Section ~~will~~27A ~~limit~~of ~~minority~~the ~~shareholders'~~Securities ~~ability~~Act toof ~~influence~~1933, ~~corporate~~as ~~affairs. Our president~~amended, ~~Emily~~and ~~Lussier,~~Section ~~owns~~21E ~~3,875,000~~of orthe ~~approximately~~Securities ~~92.00%~~Exchange Act of ~~our 4~~1934,~~212,000~~ ~~issued~~as ~~and outstanding shares~~amended. ~~Even~~The ifCompany ~~she~~has ~~were~~based tothese ~~sell~~forward-looking ~~all~~statements ofon ~~her~~its ~~shares~~current ~~that~~expectations ~~are~~and ~~covered~~projections byabout ~~this~~future ~~prospectus,~~events. These ~~she~~forward-looking ~~would~~statements ~~still~~are ~~own~~subject ~~3,485,000~~to ~~shares~~known orand ~~approximately~~unknown ~~83.33%~~risks, ofuncertainties ~~our~~and ~~issued~~assumptions ~~and~~about ~~outstanding~~the ~~shares.~~Company ~~Because~~that ofmay ~~her~~cause its ~~stock~~actual ~~ownership~~results, ~~our~~levels ~~president~~of ~~will~~activity, beperformance inor aachievements ~~position~~ to ~~continue~~be tomaterially ~~elect~~different ~~our~~from ~~board~~any offuture ~~directors~~results, ~~decide~~levels ~~all~~of ~~matters~~activity, performance ~~requiring~~or ~~stockholder~~achievements ~~approval~~expressed ~~and~~or ~~determine~~implied ~~our~~by ~~policies.~~such ~~The~~forward-looking ~~interests~~statements. ofIn ~~our~~some ~~president~~cases, ~~may~~you ~~differ~~can ~~from~~identify ~~the~~forward-looking ~~interests~~statements by ofterminology ~~other~~such ~~shareholders~~as ~~with~~“may”, ~~respect~~“will”, to“should”, ~~the~~“could”, ~~issuance~~“would”, of“expect”, “plan”, ~~shares~~“anticipate”, ~~business~~“believe”, ~~transactions~~“estimate”, ~~with~~“continue”, or ~~sales~~the tonegative ~~other companies, selection~~ of such ~~officers~~terms ~~and~~or ~~directors and~~ other ~~business~~similar ~~decisions~~expressions. ~~The~~Forward-looking ~~minority~~statements ~~shareholders~~are ~~would~~based ~~have~~on noinformation ~~way~~we ofhave ~~overriding~~when ~~decisions~~those ~~made~~statements byare made or our ~~president.~~management’s ~~This~~good ~~level~~faith belief as of ~~control~~that ~~may~~time ~~also~~with ~~have~~respect anto ~~adverse~~future ~~impact~~events onand ~~the~~are ~~market~~subject ~~value~~to ofrisks ~~our~~and ~~shares~~uncertainties ~~because~~that could ~~she~~cause ~~may~~actual ~~institute~~performance or ~~undertake~~results ~~transactions,~~to ~~policies~~differ ormaterially ~~programs~~from ~~that~~those ~~result~~expressed in ~~losses,~~or ~~may~~suggested ~~not~~by ~~take any steps to increase our visibility in~~ the ~~financial~~forward-looking ~~community~~statements. Important ~~and/~~factors orthat ~~may~~could ~~sell~~cause ~~sufficient~~such ~~numbers~~differences ofinclude, ~~shares~~but toare ~~significantly~~not ~~decrease~~limited ~~our price per share.~~to:

If● wethe doeconomic ~~not~~environment ~~receive~~within ~~additional~~which ~~financing~~ we ~~will~~operate; ~~not~~● ~~become~~the ~~operational.~~Company’s Weneed ~~require~~for ~~between $500,000~~ and ~~$2,500,000~~ability ~~in debt or equity financing. Our management believes that it will be able~~ to ~~raise~~obtain funds for us after this registration statement becomes effective and after we commence trading on the Over the Counter Bulletin Board (“OTCBB”). However, we cannot be certain that we will accomplish these goals or that, even if we do, that additional ~~funds~~financing; ~~will~~● ~~be raised. No one has committed to invest the money we need to become operational. If we cannot become operational~~security, wepolitical ~~will eventually be required to abandon our plans~~ and, unless we can find a suitable acquisition or merger partner our shareholders will lose their investment. We have not located any suitable potential merger partner because we intend to proceed with our business. Recent economic ~~developments~~instability ~~and~~in the ~~current~~Middle ~~economic~~East ~~climate~~that ~~may~~could ~~make~~harm ~~it especially difficult to raise additional funds. If we do not raise additional funds, we may be required to abandon~~ our ~~current~~ business ~~plan and either operate our plan on a much smaller scaled basis or seek a different line of business. However~~, weincluding ~~will~~due ~~use our concerted best efforts~~ to ~~seek~~the ~~additional~~security ~~funds~~situation ~~and~~in ~~effect~~Israel; ~~our planned business~~ and we● ~~have~~the nodemand ~~other~~for ~~present~~the ~~plans.~~Company’s products.

WeThe ~~may~~foregoing bedoes ~~exposed~~not torepresent an ~~potential~~exhaustive ~~risks~~list ~~resulting~~of ~~from~~matters ~~new~~that ~~requirements~~may ~~under~~be ~~Section~~covered ~~404~~by of the ~~Sarbanes~~forward-~~Oxley~~looking ~~Act~~statements ofcontained ~~2002.~~herein ~~Pursuant~~or torisk ~~Section~~factors ~~404~~that ~~of the Sarbanes-Oxley Act of 2002,~~ we ~~will~~are befaced with ~~required,~~which ~~beginning~~may ~~with~~cause our ~~fiscal~~actual ~~year~~results ~~ending~~to ~~December~~differ ~~31,~~from ~~2009,~~those toanticipated ~~include~~ in our ~~annual~~forward-looking ~~report~~statements. ~~our~~For ~~assessment~~a ofdiscussion ~~the effectiveness~~ of ~~our~~these and ~~internal~~other ~~control~~risks ~~over~~that ~~financial~~relate ~~reporting~~to asour ofbusiness ~~the~~and ~~end~~investing ofin ~~2009. Furthermore,~~ our ~~independent~~common ~~registered~~stock, ~~public~~you ~~accounting~~should ~~firm~~carefully ~~will~~review ~~be required to attest to whether our assessment of~~ the ~~effectiveness~~risks ofand ~~our~~uncertainties described ~~internal control over financial reporting is fairly stated~~ in ~~all~~this ~~material~~prospectus ~~respects~~ and ~~separately report on whether it believes we have maintained,~~ in ~~all~~the ~~material~~Company’s ~~respects,~~other ~~effective~~SEC ~~internal control over financial reporting as of December 31, 2009~~filings. WeThe ~~have~~Company’s ~~not~~actual ~~yet~~results ~~completed~~could ~~our~~differ ~~assessment~~materially from ofthose ~~the~~contemplated ~~effectiveness~~in ofthese ~~our~~forward-looking ~~internal~~statements ~~control over financial reporting. We expect to incur additional expenses and diversion of management's time~~ as a result of ~~performing~~these ~~the~~factors. ~~system~~The ~~and~~Company ~~process~~does ~~evaluation,~~not ~~testing~~undertake ~~and~~any ~~remediation~~obligation to ~~required~~update inforward-looking ~~order~~statements to ~~comply~~reflect ~~with~~events ~~the~~or ~~management~~circumstances ~~certification~~occurring ~~and~~after ~~auditor~~the ~~attestation~~date ~~requirements~~of this prospectus.

The Success of Our Business Depends on the Development and Enhancement of Our Services and Attracting and Retaining a Large Number of Potential Customers. Our success depends on developing and enhancing our services and attracting a large number of potential customers and persuading them to use our services. Our success is also dependent on ensuring that these customers remain our loyal long-term customers. If we fail to persuade customers to utilize our services or our competitors are more successful in achieving sales, then our revenues will suffer. As a new business, we lack recognition in the market. We do not have any services currently available. The limited funding that will be available to us upon the successful completion of this offering, which is not assured, will not permit us to offer extensive logistical services and may not enable us to obtain the number and caliber of customers necessary to achieve profitable operations. Our customers may not accept our logistics solutions over those offered by our competitors because they may doubt our ability to continue without funding. Furthermore, we may be required to incur significantly higher and more sustained advertising and promotional expenditures than we currently anticipate to attract and convert potential customers to purchasing customers. As a result, we may not be able to achieve profitability when we expect, or at all. As of the date of this prospectus, we have no existing, and a limited number of potential, customers, none of whom have made any commitments to purchase any services from us.

The Logistical Services Business Is Subject to Rapid Technological Change and, if We Do Not Respond to Technological Developments on a Timely and Cost-Effective Basis to Better Serve Our Customers and Meet Their Expectations, it Could Adversely Impact Our Ability to Attract and Retain Customers. The markets that we will serve are subject to rapid technological change, changing customer requirements, frequent new product introductions and evolving industry standards that may render our proposed logistical services obsolete from time-to-time. If we are unable to license leading technologies useful in our business, enhance our existing services, develop new services and technology that address the increasingly sophisticated and varied needs of our prospective customers and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis, it could adversely impact our ability to attract and retain customers. As a result, our market position could be eroded rapidly by advancements by competitors. It is not possible to predict presently the life cycle of any of our proposed logistics services. Broad acceptance of these proposed services by customers will be critical to our future success, as will our ability to perform services on a timely basis that meet changing customer needs and respond to technological developments and emerging industry standards. We may experience difficulties that could delay or prevent the successful marketing and delivery of our proposed logistics services. We may not be able to successfully implement new technologies, proprietary technology and transaction-processing systems to customer requirements or emerging industry standards. Further, new services offered by others may meet the requirements of the marketplace and achieve market acceptance.

Intense Competition May Result in Price Reductions and Decreased Demand for Our Services; We Will Be at a Competitive Disadvantage as Compared to Virtually All Existing Companies in Overcoming These Competitive Factors; and Our Business Strategy May Not Be Successful. We expect to face strong competition from well-established companies and small independent companies like ourselves that may result in price reductions and decreased demand for our services. Our strategy to overcome these competitive factors, which is described in this prospectus under "Our Proposed Business - Competition," may not be successful. We will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources required to provide the superior, highly customized, state-of-the-art logistical analysis and problem-solving services and solutions demanded by customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business. Additionally, it is expected that there may be significant technological advances in the future and we may not have adequate creative management and resources to enable us to take advantage of those advances.

We may not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Risks Related to Our Common Stock

Currently, there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations. Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. We have not obtained a market maker to file an application with the FINRA on our behalf so as to be able to quote the shares of our common stock on the OTC Bulletin Board ("OTCBB") maintained by the FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance as to whether such market maker's application will be accepted by the FINRA. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any market for our shares will develop or the prices at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in these securities. See "Plan of Distribution" subsection entitled "Selling Shareholders and any purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions."

Our board of directors is authorized to issue shares of preferred stock, which may have rights and preferences detrimental to the rights of the holders of our common shares. We are authorized to issue up to 10,000,000 shares of preferred stock, $0.0001 par value. As of the date of this prospectus, we have not issued any shares of preferred stock. Our preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as the Board of Directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of the common stock being offered hereby.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors. Our articles of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise to repay us, therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is are likely to materially reduce the market and price for our shares, if such a market ever develops.

Any market that develops in shares of our common stock will be subject to the penny stock restrictions that are likely to create a lack of liquidity and make trading difficult or impossible. Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by the FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

SEC Rule 15g-9 (as most recently amended and effective on September 12, 2005) establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

•

the basis on which the broker or dealer made the suitability determination, and

•

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

We do not intend to pay dividends on our common stock. We have not paid any dividends on our common stock to date and there are no plans for paying dividends on the common stock in the foreseeable future. We intend to retain earnings, if any, to provide funds for the implementation of our business plan. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive any additional cash, stock or other dividends on their shares of our common stock until we have funds which the Board of Directors determines can be allocated to dividends.

If a market develops for our shares, sales of our shares relying upon rule 144 may depress prices in that market by a material amount. All of the outstanding shares of our common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell their shares As a result of revisions to Rule 144 which became effective on or about February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of one year. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Any trading market that may develop may be restricted by virtue of state securities "Blue Sky" laws to the extent they prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states. There is no public market for our common stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend and may not be able to qualify securities for resale in approximately 17 states that do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also "Plan of Distribution-State Securities-Blue Sky Laws."

USE OF PROCEEDS

We will not receive any ~~of the~~ proceeds from the sale of the shares of ~~the~~ common stock ~~offered~~ by the ~~selling~~Selling ~~stockholders~~Stockholders. WeAll ~~are~~net ~~registering~~proceeds ~~702,0000~~from ofthe ~~our~~sale ~~4,212,000~~of ~~currently~~the ~~outstanding~~ shares ~~for~~of ~~resale~~common tostock covered ~~provide~~by ~~the~~this ~~holders~~prospectus ~~thereof~~will ~~with~~go ~~freely~~to ~~tradable~~the ~~securities~~Selling Stockholders. However, ~~but~~we may receive the ~~registration~~proceeds from any exercise of ~~such~~warrants ~~shares~~if the ~~does~~holders do not ~~necessarily~~exercise ~~mean~~the ~~that~~warrants ~~any~~on ofa ~~such~~cashless ~~shares~~basis. We expect that the Selling Stockholders will besell ~~offered~~their orshares ~~sold~~of bycommon stock ~~the~~as ~~holders~~described ~~thereof~~under “Plan of Distribution.”

SELLING STOCKHOLDERS

~~From~~This ~~March,~~prospectus ~~2008~~covers ~~through~~the offering ~~July~~for ~~2009,~~resale 4of 7,~~212~~928,~~000~~852 shares of common stock ~~were~~by ~~issued~~the toSelling 42Stockholders. ~~individuals:~~Except for the ownership of the shares of common stock and the warrants and the information set forth in the footnotes below, the Selling Stockholders have not had any material relationship with us within the past three years.

~~Upon~~The ~~our~~table ~~formation~~below welists ~~issued~~the 3Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number the shares of common stock beneficially owned by each selling stockholder,~~900,000~~ based on its ownership of the shares toof ~~Emily~~common ~~Lussier~~stock, ~~our~~as ~~founder~~of October 23, ~~director~~2025, assuming exercise of the warrants held by the Selling Stockholders on that date, without regard to any limitations on conversions or exercises. The third column lists the maximum number of the shares of common stock being offered in this prospectus by the Selling Stockholders. The fourth and ~~CEO/President~~fifth ~~who~~columns ~~donated~~list 25the amount of the shares of common stock owned after the offering,~~000~~ by number of the shares toof ~~AAD~~common stock and percentage of outstanding the shares of common stock (assuming for the purpose of such percentage, ~~LLC~~11,442,871 shares aoutstanding ~~not-for-profit~~as ~~engaged~~of October 23, 2025) assuming in ~~animal~~both ~~rescue~~cases the sale of all of the shares of common stock offered by the Selling Stockholders pursuant to this prospectus, and without regard to any limitations on conversions or exercises.

Under the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock not yet issuable upon exercise of the warrants and placement agent warrants which have not been exercised. The number of shares does not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares of common stock or Warrants in this offering. See “Plan of Distribution.

Unless otherwise indicated, the address of each person or entity named below is c/o Charging Robotics Inc., 20 Raul Wallenberg Street, Tel Aviv, Israel.

Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering#			Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus			Number of Shares of Common Stock Owned After the Offering			Percentage of Shares of Common Stock Owned After the Offering#
Asaf Itzhaik		557,979	(1)		557,979	(1)		-			-	%
AMIR UZIEL ECONOMIC CONSULTANT LTD (2)		246,212	(3)		246,212	(3)		-			-	%
LavI Krasney / Capitalink Ltd. (4)		4,167,144	(5)		1,020,443	(6)		3,146,701	(7)		4.99	%
DORIN PERI		76,467	(8)		76,467	(8)		-			-	%
ELI YORESH		80,000	(9)		80,000	(9)		-			-	%
ERIK EDMOND FRIEDMAN		18,030	(10)		18,030	(10)		-			-	%
E.G. EUROPE PROPERTIES LTD (11)		947,515	(12)		311,515	(13)		636,000	(14)		5.56	%
FRIDA LIBERMAN		76,467	(15)		76,467	(15)		-			-	%
GADI LEVIN		22,223	(16)		22,223	(16)		-			-	%
GABRIEL KABAZO		112,121	(17)		112,121	(17)		-			-	%
JOEL GILLS		13,334	(18)		13,334	(18)		-			-	%
JULIA GERASIMIVA		76,467	(19)		76,467	(19)		-			-	%
HIKE CAPITAL INC (20)		459,143	(21)		459,143	(21)		-			-	%
IAN ARCHAMBAULT		6,061	(22)		6,061	(22)		-			-	%
L.I.A. PURE CAPITAL LTD (23)		4,161,240	(24)		593,956	(25)		3,567,284	(26)		4.99	%
LIAT SIDI		76,467	(27)		76,467	(27)		-			-	%
Lihie Krasney		550,000	(28)		550,000	(28)		-			-	%
LIRON CARMEL		44,834	(29)		44,834	(29)		-			-	%
MARK SOFFA		24,800	(30)		24,800	(30)		-			-	%
MOSHE REVACH		45,455	(31)		45,455	(31)		-			-	%
NIR ELIYAHU		24,242	(32)		24,242	(32)		-			-	%
NISSIM DANIEL		585,152	(33)		585,152	(33)		-			-	%
OHAD MELNIK		36,364	(34)		36,364	(34)		-			-	%
ELIYAHU ZAMIR		36,364	(35)		36,364	(35)		-			-	%
RANI MICHAELI		155,303	(36)		155,303	(36)		-			-	%
RAVID GARBI		30,303	(36)		30,303	(37)		-			-	%
RON PELED		36,364	(38)		36,364	(38)		-			-	%
Shira KrasnEY		550,000	(39)		550,000	(39)		-			-	%
SOLI HACMON		76,474	(40)		76,474	(40)		-			-	%
SOLOMON FRIEDMAN		33,924	(41)		33,924	(41)		-			-	%
Viki Hakmon		570,000	(42)		570,000	(42)		-			-	%
YAAKOV BARANES (43)		16,000	(44)		16,000	(44)		-			-	%
Yehonatan Krasney		801,477	(45)		801,477	(45)		-			-	%
ZIG ONE INVESTMENTS LLC (46)		14,286	(47)		14,286	(47)		-			-	%
Irit Gilan (48)		625	(49)		625	(49)		-			-	%
ORLY ARONSON		572,223	(50)		550,000	(51)		22,223	(52)		*	%

#	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of October 23, 2025, are counted as outstanding for computing the selling stockholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling stockholder.

*	Denotes less than 1%.

(1)	Consists of 557,979 shares of common stock.

(2)	Amir Uziel is the officer, sole director, chairman of the board of directors and controlling shareholder of Amir Uziel Economic Consultant Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(3)	Consists of 246,212 shares of common stock.

(4)	Lavi Krasney is the officer, sole director, chairman of the board of directors and controlling shareholder of Capitalink Ltd. (“Capitalink”), and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(5)	Consists of (i) 1,112,309 shares of common stock, of which (A) 1,035,822 shares of common stock are owned by Capitalink and (B) 76,487 shares of common stock are owned by Lavi Krasney, (ii) 2,954,835 shares of common stock issuable upon the exercise of milestone warrants that will become immediately exercisable upon the effectiveness of the Uplist, and (iii) 100,000 shares of common stock issuable upon the exercise of warrants in respect of the Facility Warrants. Capitalink was a lender in the Credit Facility. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would have beneficially owned approximately 28.74% of our outstanding shares of common stock prior to this offering.

(6)	Consists of (A) 943,956 shares of common stock owned by Capitalink and (B) 76,487 owned by Lavi Krasney.

(7)	Consists of (i) 91,866 shares of common stock owned by Capitalink, (ii) 2,954,835 shares of common stock issuable upon the exercise of milestone warrants that will become immediately exercisable upon the effectiveness of the Uplist, and (iii) 100,000 shares of common stock issuable upon the exercise of warrants in respect of the Facility Warrants. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would have beneficially owned approximately 21.70% of our outstanding shares of common stock after this offering.

(8)	Consists of 76,467 shares of common stock.

(9)	Consists of 80,000 shares of common stock.

(10)	Consists of 18,030 shares of common stock.

(11)	Eyal Gohar is the control person of E.G Europe Properties Ltd. The address of E.G Europe Properties Ltd is 9 Arie Discenchik Street, Tel Aviv, Israel.

(12)	Consists of 947,515 shares of common stock.

(13)	Consists of 311,515 shares of common stock.

(14)	Consists of 636,000 shares of common stock.

(15)	Consists of 76,467 shares of common stock.

(16)	Consists of 22,223 shares of common stock.

Upon our formation we issued 20,000 shares to Robert Steele, our CFO.

(17)	Consists of 112,121 shares of common stock.

(18)	Consists of 13,334 shares of common stock.

(19)	Consists of 76,467 shares of common stock.

(20)	Itamar David is the CEO, sole director, chairman of the board of directors and controlling shareholder of Hike Capital, Inc., and its address is 601-283 Davie St., Vancouver BC Canada

(21)	Consists of 459,143 shares of common stock.

(22)	Consists of 6,061 shares of common stock.

(23)	Kfir Silberman is the officer, sole director, chairman of the board of directors and controlling shareholder of L.I.A. Pure Capital Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(24)	Consists of (i) 1,106,405 shares of common stock, (ii) 2,954,835 shares of common stock issuable upon the exercise of milestone warrants that will become immediately exercisable upon the effectiveness of the Uplist, and (iii) 100,000 shares of common stock issuable upon the exercise of warrants in respect of the Facility Warrants. L.I.A. Pure Capital Ltd. was a lender in the Credit Facility and a Revoltz Shareholder in the Securities Exchange Agreement. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would have beneficially owned approximately 28.70% of our outstanding shares of common stock prior to this offering.

(25)	Consists of 593,956 shares of common stock.

(26)	Consists of (i) 512,449 shares of common stock, (ii) 2,954,835 shares of common stock issuable upon the exercise of milestone warrants that will become immediately exercisable upon the effectiveness of the Uplist, and (iii) 100,000 shares of common stock issuable upon the exercise of warrants in respect of the Facility Warrants. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would have beneficially owned approximately 24.61% of our outstanding shares of common stock after this offering.

(27)	Consists of 76,467 shares of common stock.

(28)	Consists of 550,000 shares of common stock.

(29)	Consists of 44,834 shares of common stock.

(30)	Consists of 24,800 shares of common stock.

(31)	Consists of 45,455 shares of common stock.

(32)	Consists of 24,242 shares of common stock.

(33)	Consists of 585,152 shares of common stock.

(34)	Consists of 36,364 shares of common stock.

(35)	Consists of 36,364 shares of common stock.

Upon our formation we also issued 40,000 shares to our counsel Eric W. Richardson for their par value ($0.0001 per share).

An additional 252,000 shares were issued to 47 shareholders for $63,000 in cash ($0.25 per share). These shares were issued in a private offering pursuant to Regulation D under the Securities Act of 1933, as amended, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own account and for investment.

No underwriter participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The securities bear a restrictive legend and stop transfer instructions are noted on our stock transfer records.

All shares offered under this prospectus are being offered by selling shareholders and may be sold from time to time for the account of the selling stockholders named in the following table. The table also contains information regarding each selling stockholder's beneficial ownership of shares of our common stock as of the date of this prospectus, and as adjusted to give effect to the sale of the shares offered hereunder.

SELLING SECURITYHOLDER AND RELATIONSHIP TO THE COMPANY OR ITS AFFILIATES, IF ANY		SHARES OWNED (NUMBER AND PERCENTAGE) BEFORE OFFERING		SHARES OFFERED	SHARES OWNED (NUMBER AND PERCENTAGE) AFTER OFFERING
(36)	Consists of 155,303 shares of common stock.
Emily Lussier,		3,875,000	92.00%	390,000	3,485,000	83.33%
(37)	Consists of 30,303 shares of common stock.
President, CEO and Director
(38)	Consists of 36,364 shares of common stock.
Robert Steele, CFO		20,000	*	20,000	0	0%
(39)	Consists of 550,000 shares of common stock.
Eric W. Richardson, Counsel		40,000	*	40,000	0	0%
(40)	Consists of 76,474 shares of common stock.
AAD, LLC		25,000	*	25,000	0	0%
(41)	Consists of 33,924 shares of common stock.
James Anderson		8,000	*	8,000	0	0%
(42)	Consists of 570,000 shares of common stock.
Berger Family Enterprises, FLP		25,000	*	25,000	0	0%
(43)	Yaakov Baranes is our chief executive officer and a member of our board of directors.
Moises Bonilla Vega		4,000	*	4,000	0	0%
(44)	Consists of 16,000 shares of common stock.
Robin Bromberg		4,000	*	4,000	0	0%
(45)	Consists of 801,477 shares of common stock.
Cambria Investment Fund, LP		4,000	*	4,000	0	0%
(46)	Mike Zikri is the officer, sole director, chairman of the board of directors and controlling shareholder of Zig Investments one LLC., and its address is 1250 Pine Island Rd, Plantation FL.
Kathy Carter		4,000	*	4,000	0	0%
(47)	Consists of 14,286 shares of common stock.
Jennifer Christensen		4,000	*	4,000	0	0%
(48)	Irit Gilan is the spouse of the chief executive officer of our wholly-owned subsidiary, Charging Robotics Ltd.
DC Network Solutions, Inc		4,000	*	4,000	0	0%
(49)	Consists of 625 shares of common stock.
Chris DeMatteo		4,000	*	4,000	0	0%
(50)	Consists of 572,223 shares of common stock.
Gary Dergazarian		4,000	*	4,000	0	0%
(51)	Consists of 550,000 shares of common stock.
Lisa Dergazarian		4,000	*	4,000	0	0%
(52)	Consists of 23,223 shares of common stock.
Karen Faiman		20,000	*	4,000	0	0%
Randall Fergusen		4,000	*	4,000	0	0%
Wendy Girardi		4,000	*	4,000	0	0%
Ira Goldfarb		4,000	*	4,000	0	0%
Jing Gou		8,000	*	4,000	0	0%
Andrew Haag		4,000	*	4,000	0	0%
Bernadette Haag		4,000	*	4,000	0	0%
Carol Humphrey		8,000	*	8,000	0	0%
Domenico Inglese		4,000	*	4,000	0	0%
KGB Family LTD Partnership		4,000	*	4,000	0	0%
Barry Kravette		4,000	*	4,000	0	0%
Jacqueline Kravette		4,000	*	4,000	0	0%
Yun Liu		8,000	*	4,000	0	0%
Jaclyn Marsoubian		4,000	*	4,000	0	0%
Rose Marsoubian		4,000	*	4,000	0	0%
Gloria Martinez		4,000	*	4,000	0	0%
Marilyn Moline		4,000	*	4,000	0	0%
Mark Moline		4,000	*	4,000	0	0%
Ryan Nawmann		4,000	*	4,000	0	0%
Nishika, Inc.		4,000	*	4,000	0	0%
Lynn Oddo		4,000	*	4,000	0	0%
Dylan Pettit		8,000	*	8,000	0	0%
Laurel Pettit		8,000	*	8,000	0	0%
Jonathan Rahn		4,000	*	4,000	0	0%
Real Path, Inc		4,000	*	4,000	0	0%
Phyllia Realmuto		4,000	*	4,000	0	0%
Eric Richardson		4,000	*	4,000	0	0%
Brett Robertson		4,000	*	4,000	0	0%
Scott Sansiviero		4,000	*	4,000	0	0%
Michelle Sotnikow		12,000	*	12,000	0	0%
David Stein		4,000	*	4,000	0	0%
Tara Stein		4,000	*	4,000	0	0%
Sidney Ann Toohey		8,000	*	8,000	0	0%
Jonathan Vanderbilt		8,000	*	8,000	0	0%
Brian Williams		4,000	*	4,000	0	0%
Hong Yi Wang		8,000	*	8,000	0	0%
Total		4,212,000	100.0%	702,000	3,485,000	100.0%

* Percentage is only indicated if greater than 1%. None of the Selling Stockholders are broker/dealers or affiliates of broker/dealers.

Emily Lussier, our CEO/president is a Selling Stockholder and will be considered to be an underwriter for purposes of this offering. Her current intention is to remain as our officer regardless of whether she sells a substantial portion of her stockholding in us. She is nevertheless offering 390,000 shares of her shareholder interest in this offering (approximately 9.26% of all outstanding common shares) since otherwise sales by her would be restricted to 1% (or approximately 42,120 shares) of all outstanding shares every three months in accordance with Rule 144. As our officer/control person, Ms. Lussier may not avail herself of the provisions of Rule 144(k) which otherwise would permit a non-affiliate to sell an unlimited number of restricted shares provided that the one-year holding period requirement is met.

Selling Stockholders will sell at a fixed price of $0.25 per share until our common shares are quoted on the Over the Counter Bulletin Board or another quotation medium and thereafter at prevailing market prices, or privately negotiated prices.

DETERMINATION OF OFFERING PRICE

There is no established public market for the common equity being registered. 3,960,000 of our outstanding shares were issued at $0.0001 in March 2008 upon formation of the Company and 252,000 of our outstanding shares were issued at $0.25 per share between March, 2008 and July, 2009. Accordingly, in determining the offering price, we selected $0.25 per share, which was the highest and most recent price at which we have issued our shares.

DIVIDEND POLICY

We have never paid a cash dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

PLAN OF DISTRIBUTION

~~The~~Each selling ~~stockholders~~stockholder, or the Selling Stockholders, of the securities and any of their pledgees, assignees and successors-in-interest may, ~~offer~~from time to time, sell any or all of their securities covered hereby on the ~~shares~~Nasdaq atCapital ~~various~~Market ~~times~~or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following ~~transactions~~methods when selling securities:

•● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales; ● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law.

onThe Selling Stockholders may also sell securities under Rule 144 or any ~~market~~other ~~that~~exemption ~~might~~from ~~develop;~~registration under the Securities Act, if available, rather than under this prospectus.

•Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

inIn connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other ~~than~~financial institutions, ~~market~~which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions; with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

•

by pledge to secure debts or other obligations;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or

•

in a combination of any of the above.

Selling stockholders will sell at a fixed price of $0.25 per share until our common shares are quoted on the Over the Counter Bulletin Board or another quotation medium and thereafter at prevailing market prices or privately negotiated prices. In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers.

The selling stockholders may use broker-dealers to sell shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares for whom they have acted as agents. To date, no discussions have been held or agreements reached with any broker/dealers. No broker–dealer participating in the distribution of the shares covered by this prospectus may charge commissions in excess of 7% on any sales made hereunder.

Affiliates and/or promoters of the Company who are offering their shares for resale and any broker-dealers who act in connection with the sale of the shares hereunder will be deemed to be "underwriters" of this offering within the meaning of the Securities Act, and any commissions they receive and proceeds of any sale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act.

Selling shareholders and any purchasers of our securities should be aware that any market that develops in our common stock will be subject to "penny stock" restrictions.

We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents. We have also agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act.

~~This~~The ~~offering~~Selling ~~will~~Stockholders and ~~terminate~~any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the ~~earlier~~resale of the: securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

a)We ~~date~~are onrequired ~~which~~to ~~the~~pay ~~shares~~certain fees ~~are~~and ~~eligible~~expenses ~~for~~incurred ~~resale~~by ~~without~~us ~~restrictions~~incident ~~pursuant~~to the registration of the securities. We have agreed to ~~Rule~~indemnify ~~144~~the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or.

bWe agreed to keep this prospectus effective until the earlier of (i) the date on which ~~all~~the ~~shares~~securities ~~offered~~may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been ~~sold~~registered byor qualified for sale in the ~~selling~~applicable state ~~stockholders~~or an exemption from the registration or qualification requirement is available and is complied with.

~~Insofar~~Under asapplicable ~~indemnification~~rules ~~for~~and regulations ~~liabilities arising~~ under the ~~Securities~~Exchange Act, any person engaged in the distribution of the resale securities may benot ~~permitted~~simultaneously engage in market making activities with respect to ~~our~~the ~~directors,~~common ~~officers~~stock ~~and~~for ~~controlling~~the ~~persons~~applicable restricted period, weas ~~have~~defined ~~been~~in ~~advised~~Regulation ~~that~~M, inprior to the ~~opinion~~ commencement of the ~~SEC~~distribution. ~~such~~In ~~indemnification~~addition, isthe ~~against~~Selling ~~public~~Stockholders ~~policy~~will asbe ~~expressed~~subject into applicable provisions of the ~~Securities~~Exchange Act and isthe rules and regulations thereunder, ~~therefore~~including Regulation M, ~~unenforceable~~which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

If any of the selling shareholders enter into an agreement after the effectiveness of our registration statement to sell all or a portion of their shares in the Company to a broker-dealer as principal and the broker-dealer is acting as underwriter, we will file a post-effective amendment to our registration statement identifying the broker-dealer, providing the required information on the Plan of Distribution, revising disclosures in our registration statement as required and filing the agreement as an exhibit to the registration statement.

Selling shareholders and any purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter markets, which are commonly referred to as the OTCBB as maintained by the FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

SEC Rule 15g-9 (as most recently amended and effective September 12, 2005) establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediate foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

STATE SECURITIES – BLUE SKY LAWS

There is no public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Selling Security holders may contact us directly to ascertain procedures necessary for compliance with Blue Sky Laws in the applicable states relating to Sellers and/or Purchasers of our shares of common stock.

We intend to apply for listing in a nationally recognized securities manual which, once published, will provide us with "manual" exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled "Standard Manuals Exemptions."

Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a Standard and Poor's Corporate Manual or another acceptable manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.MANAGEMENT

WeThe ~~currently~~following dotable ~~not~~provides information ~~intend~~regarding toour ~~and~~executive ~~may~~officers ~~not~~and bemembers ~~able~~of toour ~~qualify~~Board ~~securities~~of ~~for~~Directors ~~resale~~as inof ~~other~~the ~~states~~date ~~which~~of ~~require~~this ~~shares to be qualified before they can be resold by our shareholders.~~prospectus:

LIMITATIONS IMPOSED BY REGULATION M

NAME	Age	POSITION
Yakov Baranes	44	Chief Executive Officer and Director
Tali Dinar	54	Chief Financial Officer
Amitay Weiss*⁽¹⁾⁽²⁾	63	Director
Liron Carmel*⁽¹⁾⁽²⁾	41	Director
Kineret Tzedef*⁽¹⁾⁽²⁾	45	Director

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to deliver copies of this prospectus or any related prospectus supplement.

*	Independent as that term is defined by the rules of the Nasdaq Stock Market.

(1)	To be a member of our audit committee upon the effectiveness of the Uplist.

(2)	To be a member of our compensation committee upon the effectiveness of the Uplist.

~~LEGAL~~Yakov ~~PROCEEDINGS~~Baranes has served as our chief executive officer since September 2025 and as a member of our board of directors since April 7, 2023. Mr. Baranes is a Business strategy expert with a demonstrated 11 year history of working with various industries and government entities. Skilled in business strategy planning and implementations on a corporate level and business unit level. Working also with start- up companies in shaping their business plans and supporting their capital raising rounds. Holds a Bachelor of Arts (B.A.) in Economics from the Technion - Israel Institute of Technology and a MBA from IDC, Herzliya.

WeTali Dinar has ~~are~~served ~~not~~as our chief financial officer since September 2025 and as a ~~party~~member of our board of directors between April 7, 2023 until September 8, 2025. Since 2021, Ms. Dinar has served as Chief Financial Officer of Xylo Technologies Ltd., the Company’s former parent company from 2021 to ~~any~~2025. ~~pending~~Ms. ~~litigation~~Dinar also served as Chief Financial Officer of Novomic Ltd., a private company between January 2019 and January 2023. Mrs. Dinar also currently serves as a member of the board of directors of Jeffs’ Brands, beginning toSeptember 30, 2021, Parazero Ltd. beginning February 13, 2022 and Charging Robotics Ltd. since November 2021. She has also served as a member of the ~~best~~board of ~~our~~directors ~~knowledge~~of Micronet Ltd. (TASE: MCRNT) between July 2016 and February 2023. Between 2019 and 2020, ~~none~~Mrs. Dinar served as the Chief Financial Officer of TechCare Corp. (currently Citrine Global Corp.) (OTCQB: CTGL). Between 2009 and 2019, Mrs. Dinar worked at the MICT group and served in various positions, including as Chief Financial Officer of MICT Inc. (Nasdaq: MICT) and as Chief Financial Officer of MICT Telematics Ltd. From 2002 until 2006, Ms. Dinar served as the chief controller of I.T.L. Optronics Ltd. From 1997 until 2000, Ms. Dinar worked in the audit department of Ernst & Young Global. Ms. Dinar is ~~threatened~~a orcertified ~~anticipated~~public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel.

~~DIRECTORS~~Amitay Weiss has served as a member of our board of directors since January 6, ~~EXECUTIVE~~2022. ~~OFFICERS~~Mr. ~~PROMOTERS~~Weiss ~~AND~~has ~~CONSULTANTS~~served as the Chairman of the Board of Directors of Scispacr Ltd since August 19, 2019. Mr. Weiss served as the Chief Executive Officer of SciSparc Ltd. from August 2020 until January 2022, and since January 2022, Mr. Weiss has served as the Chairman of SciScparc’s Board of Directors. In addition, Mr. Weiss currently serves as Chairman of the Board of Directors of both Automax Ltd. (TASE: AMX) and Save Foods, Inc. In 2016, Mr. Weiss founded Amitay Weiss Management Ltd. and now serves as its chief executive officer. From 2001 until 2015, Mr. Weiss served as vice president of business marketing & development and in various other positions at Bank Poalei Agudat Israel Ltd. from the First International Bank of Israel group. Mr. Weiss holds a B.A. in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B from the Ono Academic College.

Our directors, officers and consultants are as follows:

Name	Age	Position(s)
Emily Lussier	32	President, Chief Executive Officer and a Director
Robert Steele	43	Chief Financial Officer

Term and Family Relationships

Our director currently has terms which will end at our next annual meeting of the stockholders or until successors are elected and qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the Board of Directors. We only have one officer and director and no family relationships exist among our officers, directors and consultants.

usiness Experience

Emily Lussier was elected president, CEO and a director upon our formation in March, 2008. She has been employed by Financial Advisors Network as Office Manager and Executive Assistant to the CEO since 2005. From 2002 -2005 she was Executive Assistant to the CEO at Caritas St. Elizabeth’s Medical Center in Boston, MA. She holds a Bachelor of Science in Management, Human Resources Minor from Plymouth State College.

Robert Steele has more than twenty years experience as an entrepreneur and corporate officer of public and private companies. He has been the President of Steele Consulting since April 2007. Prior to that, he was CEO and Chairman of the Board of Directors of Quintek Technologies, Inc. Quintek is a publicly traded company that provides Business Process Outsourcing services to Fortune 500 companies. While at Quintek, Mr. Steele has grown the company’s revenues by more than 600% and supervised a two year contract with GMAC to process 35 million pages of loan documents. Prior to Quintek, in 1999, Mr. Steele founded iBrite, a wireless information software company in Reston, Virginia, and from May 1999 through June 2001 served as its Chief Executive Officer. The company established contractual partnerships with AOL and Global Knowledge to provide technology for delivering sophisticated content to mobile devices. From 1988 through 1998, Mr. Steele served as Corporate Vice President & Chief Technology Officer for CADD Microsystems, Inc. (CMI), currently the leading provider of Autodesk Computer Aided Design software, consulting, training, and integration services in the Washington, DC metropolitan area. During his time at CMI, the company grew from $50,000 in annual sales to more than $3,000,000. Mr. Steele sold and supervised significant systems integration contracts with clients such as Lucent Technologies, Long Airdox Mining (Division of the Fortune 500 Marmon Group), ABB, GSA (General Services Administration), FAA (Federal Aviation Administration), and NRO (National Reconnaissance Office). Mr. Steele received a Bachelor of Science in Electronic and Computer Engineering from George Mason University in 1988.

~~Legal~~Liron ~~Proceedings~~Carmel has served as a member of our board of directors since September 8, 2025. Mr. Carmel has vast experience in business and leadership across multiple industries, including biopharma, internet technology, oil & gas exploration & production, real estate and financial services. Mr. Carmel currently serves as a member of the board of directors of Viewbix Inc. (Nasdaq: VBIX) and also served as Chief Executive Officer of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2019 to 2025. In addition, he serves as Chairman of the Israel Tennis Table Association. Mr. Carmel also currently serves as a member of the Board of Directors of several private and public companies, including Gix Internet (TASE: GIX), beginning June 2021, Polyrizon Ltd. (Nasdaq: PLRZ), beginning July 2020 until September 2024 and since January 2025, Jeffs’ Brands Ltd. (Nasdaq: JFBR), beginning January 2021 and as the Chairman of the Board of Directors of Eventer Technologies Ltd. beginning October 2020.

NoKineret ~~officer,~~Tzedef has ~~director,~~served oras ~~persons~~a ~~nominated~~member of ~~for~~our ~~these~~board ~~positions~~of directors since September 8, ~~and~~2025. noMs. ~~promoter~~Tzedef orpreviously ~~significant~~served ~~employee~~as member of ~~our~~the ~~corporation~~board ~~has~~of ~~been~~directors ~~involved~~of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2019 to 2025. Ms. Tzedef also serves as a director of sports division and served in ~~legal~~other ~~proceedings~~positions ~~that~~at ~~would~~Hapoel Organization be(Israeli ~~material~~Sport toFederation) since 2007. Ms. Tzedef serves as an ~~evaluation~~external director at Upsellon Brands Holdings Ltd. (TASE: UPSL), and as an external director of ~~our~~Augwind ~~management~~Energy Tech Storage Ltd. (TASE: AUGN). Ms. Tzedef is admitted to the Israel Bar Association since 2014. Ms. Tzedef holds a LL.B. from the Academic Center for Law and Science, Israel and a B.Ed. in Law Study from the Academic College at Wingate, Israel.

~~Code~~Family ~~of Ethics~~Relationships

WeThere ~~have~~are ~~determined~~no ~~that~~family ~~due~~relationships among toany ~~our early stage~~ of ~~development and our small size,~~ the ~~present~~Company’s ~~adoption~~directors ofand ~~a code of ethics is not appropriate~~officers. ~~If we grow we will adopt a suitable code of ethics.~~

~~SECURITY~~Involvement ~~OWNERSHIP~~in OFCertain ~~MANAGEMENT~~Legal ~~AND CERTAIN SECURITY HOLDERS~~Proceedings

~~The~~We ~~information~~are innot ~~the~~aware ~~following~~of ~~table~~any ~~sets forth the beneficial ownership~~ of our ~~shares~~directors ofor ~~common~~officers ~~stock~~being asinvolved ofin ~~the~~any ~~date~~legal ofproceedings ~~this~~in ~~prospectus, by: (i) each of~~ the ~~three~~past ~~highest~~ten ~~paid~~years ~~persons~~relating ~~who~~to ~~are~~any ~~our~~matters ~~officers and directors (or~~ in ~~the~~bankruptcy, ~~alternative~~insolvency, criminal ~~each~~proceedings ~~officer and director);~~ (~~ii)~~other ~~all~~than ~~officers~~traffic and ~~directors~~other asminor ~~a group; (iii~~offenses), ~~each~~or ~~shareholder~~being ~~who~~subject ~~beneficially~~to ~~owns more than 10% of~~ any ~~class~~ of ~~our~~the ~~securities,~~items ~~including~~set ~~those~~forth ~~shares~~under ~~subject~~Item to401(f) ~~outstanding~~of Regulation ~~options~~S-K.

Name and address of owner	Amount owned before the offering	Amount owned after the offering	Percent of class after the offering
Emily Lusier	3,875,000	3,485,000	83.33%
21 Merrimac Way
Unit - B
Tyngsboro, MA 01879
Robert Steele	20,000	-	0.00%
21 Merrimac Way
Unit - B
Tyngsboro, MA 01879
All officers and directors	3,895,000	3,485,000	83.33%
as a group (2 people)

Arrangements between Officers and Directors

~~DESCRIPTION~~To OFour ~~CAPITAL~~knowledge, ~~STOCK~~there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer. However, some of our directors are also directors or officers of Xylo Technologies Ltd., which is one of our major shareholders.

~~Introduction~~Board of Directors

WeThere ~~were~~are ~~established~~no asagreements awith respect ~~Delaware corporation in March 2008. We are authorized~~ to ~~issue~~the ~~50,000,000~~election ~~shares~~ of ~~common stock and 10,000,000 shares of preferred stock~~directors.

~~Preferred~~Director ~~Stock~~Independence

Our ~~certificate~~Board of ~~incorporation~~Directors ~~authorizes~~has ~~the~~determined ~~issuance~~that ofAmitay 10Weiss,~~000,000~~ ~~shares~~Liron ~~of preferred stock with designations, rights~~ Carmel and ~~preferences~~Kineret ~~determined~~Tzedef ~~from~~do ~~time~~not tohave ~~time~~a byrelationship ~~our~~that ~~board~~would ofinterfere ~~directors.~~with Nothe ~~shares~~exercise of ~~preferred~~independent ~~stock~~judgment ~~have~~in ~~been~~carrying ~~designated,~~out ~~issued~~the orresponsibilities of ~~are~~a ~~outstanding.~~director ~~Accordingly,~~and ~~our~~that ~~board~~each of these directors is ~~empowered,~~“independent” ~~without~~as ~~stockholder approval, to issue up to 10,000,000 shares of preferred stock with voting, liquidation, conversion, or other rights~~ that ~~could~~term ~~adversely~~is ~~affect~~defined ~~the~~under ~~rights of~~ the ~~holders~~Nasdaq ofrules ~~the~~and ~~common~~Rule ~~stock.~~10A-3 promulgated ~~Although~~under ~~we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in~~ the ~~future~~Exchange Act.

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

•

the number of shares and the designation of the series;

•

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

•

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

•

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;

•Composition of the Board of Directors

~~whether~~Under orour ~~not~~Certificate ~~the~~of ~~shares~~Incorporation and ofBylaws, the ~~series~~number ~~will~~of bedirectors ~~redeemable~~on ~~and,~~our ifBoard ~~so,~~of ~~the~~Directors ~~dates,~~is ~~terms~~determined ~~and~~by ~~conditions~~our Board of ~~redemption~~Directors. ~~and~~The ~~whether~~directors ~~there~~shall ~~will~~ be aelected at ~~sinking~~the ~~fund~~annual ~~for~~meeting of the ~~redemption~~stockholders ofand ~~that~~each ~~series~~director ~~and,~~shall ifbe ~~so,~~elected ~~the~~to ~~terms~~serve ~~and~~until ~~amount~~his ofsuccessor ~~the~~shall ~~sinking~~be ~~fund;~~elected and shall qualify or until his earlier resignation or removal.

•Committees of the Board

~~the~~Audit ~~rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.~~Committee

WeUpon ~~presently~~the doclosing ~~not~~of ~~have~~the ~~plans~~Uplist, toour ~~issue~~audit ~~any~~committee ~~shares~~will be comprised of ~~preferred~~Amitay ~~stock. However~~Weiss, ~~preferred~~Liron ~~stock~~Carmel ~~could~~and beKineret ~~used~~Tzedef. toAmitay ~~dilute~~Weiss awill ~~potential~~serve ~~hostile~~as ~~acquirer.~~chairman ~~Accordingly,~~of ~~any~~the ~~future~~audit ~~issuance~~committee. ofThe ~~preferred~~audit ~~stock~~committee orwill be ~~any~~responsible ~~rights~~for toretaining ~~purchase~~and ~~preferred~~overseeing ~~shares~~our ~~may~~independent ~~have~~registered ~~the~~public ~~effect~~accounting offirm, ~~making~~approving itthe ~~more~~services ~~difficult~~performed ~~for~~by aour independent ~~third~~registered ~~party~~public toaccounting ~~acquire~~firm ~~control~~and ofreviewing ~~us.~~our ~~This~~annual ~~may~~financial ~~delay~~statements, ~~defer~~accounting orpolicies ~~prevent~~and aour ~~change~~system of ~~control~~internal controls. inThe ~~our~~audit ~~company~~committee orwill anact ~~unsolicited~~under ~~acquisition~~a ~~proposal.~~written ~~The~~charter, ~~issuance~~which ofmore ~~preferred~~specifically ~~stock~~sets ~~also~~forth ~~could~~its ~~decrease~~responsibilities ~~the~~and ~~amount of earnings attributable to~~duties, ~~and~~as well ~~assets~~as ~~available~~requirements for ~~distribution to,~~ the ~~holders~~audit ofcommittee’s ~~our~~composition ~~common stock~~ and ~~could~~meetings. ~~adversely~~The ~~affect~~audit ~~the~~committee ~~rights~~charter ~~and~~will ~~powers,~~be ~~including~~available ~~voting~~on ~~rights, of the holders of~~ our ~~common stock~~website www.chargingrobotics.com.

~~Common~~The Board of Directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Board of Directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market.

~~Our~~The ~~certificate~~Board of ~~incorporation~~Directors ~~authorizes~~has ~~the~~determined ~~issuance~~that ofAmitay ~~50,000,000~~Weiss ~~shares~~is ofan ~~common~~“audit committee ~~stock.~~financial ~~There~~expert” ~~are~~serving ~~4,212,000~~on ~~shares~~its ofaudit ~~our~~committee, ~~common stock issued~~ and ~~outstanding~~is onindependent, as the ~~date~~SEC ofhas ~~this~~defined ~~prospectus~~that ~~which~~term ~~shares~~in ~~are~~Item ~~held~~407 ~~by 42 shareholders. The holders~~ of Regulation ~~our common stock:~~S-K.

•Compensation Committee

~~have~~Upon ~~equal~~the ~~ratable~~closing ~~rights~~of tothe ~~dividends~~Uplist, ~~from~~our ~~funds~~compensation ~~legally~~committee ~~available~~will ~~for~~be comprised ~~payment~~ of ~~dividends~~Amitay ~~when~~Weiss, asLiron Carmel and ifKineret ~~declared~~Tzedef. byLiron ~~the~~Carmel ~~board~~will serve as chairman of ~~directors;~~the compensation committee.

•The compensation committee’s roles and responsibilities will include making recommendations to the Board of Directors regarding the compensation for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, and other executives. Our compensation committee will also administer our 2023 Equity Incentive Plan. The compensation committee will act under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’s composition and meetings. The compensation committee charter is available on our website www.chargingrobotics.com.

~~are~~Our ~~entitled~~Board toof ~~share~~Directors ~~ratably~~has determined inthat all of the ~~assets~~members ~~available~~of ~~for~~the ~~distribution~~compensation tocommittee ~~holders~~are of“independent” ~~common~~as ~~stock~~that ~~upon~~term ~~liquidation,~~is ~~dissolution~~defined orby ~~winding~~the uprules of the ~~our~~Nasdaq ~~affairs;~~Stock Market.

•Director Nominations

We do not have ~~preemptive~~a standing nominating committee. In accordance with Nasdaq Rule 5605(e)(2), ~~subscription~~a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or ~~conversion~~approving ~~rights~~director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, orwe ~~redemption~~do ornot ~~access~~have toa ~~any~~nominating ~~sinking~~committee ~~fund;~~charter ~~and~~in place.

•Our Board of Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to Our Board of Directors should follow the procedures set forth in our bylaws.

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

See also “Plan of Distribution” subsection entitled "Any market that develops in shares of our common stock will be subject to the penny stock restrictions which will make trading difficult or impossible" regarding negative implications of being classified as a "Penny Stock."

Authorized but Un-issued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the marketplace rules of the NASDAQ, which would apply only if our common stock were listed on the NASDAQ, require stockholder approval of certain issuances of common stock equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of common stock, including in connection with a change of control of the company, the acquisition of the stock or assets of another company or the sale or issuance of common stock below the book or market value price of such stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

~~Delaware~~Code ~~Anti-Takeover~~of ~~Law~~Conduct and Ethics

WeOur ~~will~~Board beof ~~subject~~Directors tohas approved ~~the~~a ~~provisions~~Code of ~~Section~~Business ~~203~~Conduct ofand ~~the~~Ethics ~~Delaware~~that ~~General~~will ~~Corporation~~apply ~~Law regulating corporate takeovers. This section prohibits, subject~~ to ~~exceptions,~~all ~~publicly-traded~~our ~~Delaware~~employees ~~corporations~~upon ~~from~~the ~~engaging~~effectiveness inof athe ~~business~~registration ~~combination,~~statement to which ~~includes~~this aprospectus ~~merger~~relates. orThe ~~sale~~text of ~~more~~the ~~than~~Code ~~10%~~ of ~~the~~Business ~~corporation's~~Conduct ~~assets,~~and ~~with~~Ethics ~~any~~will ~~interested~~be ~~stockholder.~~publicly Anavailable ~~interested~~on ~~stockholder~~our iswebsite ~~generally~~at ~~defined~~www.chargingrobotics.com. Information ascontained ~~a person who~~on, ~~with its affiliates and associates, owns~~ or, ~~within~~that ~~three~~can ~~years~~be ~~before~~accessed ~~the time of determination of interested stockholder status~~through, ~~owned~~our ~~15%~~website ordoes ~~more~~not ofconstitute a ~~corporation's~~part ~~outstanding~~of ~~voting~~this ~~securities.~~prospectus ~~This~~and ~~prohibition~~is ~~does~~ not ~~apply if: the transaction is approved~~ incorporated by ~~the~~reference ~~board~~herein. ofDisclosure ~~directors~~regarding ~~before~~any ~~the~~amendments ~~time~~to, ~~the~~or ~~interested~~waivers ~~stockholder~~from, ~~attained~~provisions ~~that~~of ~~status; upon~~ the ~~closing~~code of ~~the~~conduct ~~transaction~~and ethics that ~~resulted~~apply to inour ~~the stockholder becoming an interest stockholder~~directors, ~~the~~principal ~~interested~~executive ~~stockholder~~and ~~owned~~financial atofficers ~~least~~will ~~85%~~be ofposted on the ~~voting~~“Investors” ~~stock~~section of ~~the~~our ~~corporation~~website ~~outstanding~~ at ~~the~~www.chargingrobotics.com or ~~start~~will ofbe ~~the~~included ~~transaction;~~in ora atCurrent orReport ~~after~~on ~~the~~Form ~~time~~8-K, ~~the~~which ~~stockholder~~we ~~became~~will anfile ~~interested~~within ~~stockholder,~~four ~~the~~ business ~~combination~~days isfollowing ~~approved by~~ the ~~board~~date ~~and authorized at an annual or special meeting~~ of ~~stockholders by at least two-thirds of~~ the ~~outstanding~~amendment or ~~voting stock that is not owned by the interested stockholder~~waiver.

ABoard’s ~~Delaware~~Role ~~corporation may opt out of this provision with an express provision~~ in ~~its~~Risk ~~original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from an amendment approved by at least a majority of the outstanding voting shares~~Oversight. However, we have not opted out of this provision. This provision of the Delaware General Corporation Law could prohibit or delay a merger or other takeover or change-in-control attempts and may discourage attempts to acquire us.

~~Shareholder~~Our ~~Matters~~Board of Directors assess on an ongoing basis the risks faced by us. These risks include financial, technological, competitive, and operational risks. Upon the effectiveness of the Uplist, our audit committee will be responsible for the assessment and oversight of the Company’s financial risk exposures.

~~Certain~~Involvement ~~provisions of Delaware law create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes~~ in ~~our~~Certain ~~control~~Legal ~~or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests~~Proceedings.

~~Dissenters'~~We ~~Rights~~are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

~~Among~~Insider ~~the~~Trading rights granted under Delaware law which might be considered as material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see Delaware Revised Statutes ("DRS") 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Delaware law or by the terms of the articles of incorporation.Policy

AWe ~~shareholder~~have ~~does~~adopted ~~not~~an ~~have~~insider trading ~~the~~policy ~~right~~and procedures applicable to ~~dissent~~our ~~with~~and ~~respect~~our todirectors’, ~~any~~officers’ ~~plan~~and ofemployees’ ~~merger~~purchase, sale or ~~exchange~~other disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, ifrules ~~the~~and ~~shares~~regulations. This ~~held~~policy byand the ~~shareholder~~procedures are ~~part~~set offorth ain ~~class~~our ofInsider ~~shares~~Trading ~~which~~Compliance ~~are:~~Policy included as Exhibit 19.1 to our most recent Annual Report on Form 10-K.

*Clawback Policy

~~listed~~We have adopted an Executive Officer Clawback Policy, or the Clawback Policy, to be effective upon the effectiveness of the Uplist, in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1, which will apply to our current and former executive officers. Under the Clawback Policy, we will be required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on a ~~national~~pre-tax ~~securities~~basis ~~exchange~~within a specified lookback period in the event of any Accounting Restatement (as defined in the Clawback Policy), subject to limited impracticability exception.

included in the national market system by the National Association of Securities Dealers, or

held of record by not less than 2,000 holders.

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation (our certificate of incorporation does not so provide) or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner's interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

Inspection Rights

Delaware law also specifies that shareholders are to have the right to inspect company records. This right extends to any person who has been a shareholder of record for at least six months immediately preceding his demand. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of our outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. The records covered by this right include official copies of: the articles of incorporation, and all amendments thereto, bylaws and all amendments thereto; and a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

In lieu of the stock ledger or duplicate stock ledger, Delaware law provides that the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.

~~Transfer~~DESCRIPTION ~~Agent~~OF THE OFFERED SECURITIES

~~The transfer agent for our common stock is Colonial Stock Transfer Company, Inc., 66 Exchange Place - Suite 100, Salt Lake City, UT 84111, Phone: (801) 355-5740.~~General

~~DESCRIPTION~~We OFare ~~BUSINESS~~authorized to issue up to 60,000,000 shares of capital stock, including 50,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

~~FORWARD~~The ~~LOOKING~~following ~~STATEMENT~~description ~~INFORMATION~~is a summary of the material provisions of our capital stock, and is qualified by reference to (i) our amended and restated certificate of incorporation (, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on December 3, 2024, and incorporated herein by reference; and (ii) our by-laws, which are included as Exhibit 3.2.1 to our Form 10-12G filed with the SEC on March 8, 2021, and incorporated herein by reference.

~~Certain~~Common statements made in this Registration Statement on Form S-1 are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, technological developments related to cellular telephone or other mobile communications, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.Stock

~~Although~~Each weoutstanding ~~believe~~share ~~that~~of ~~our~~common ~~assumptions~~stock ~~underlying~~ entitles the ~~forward-looking~~holder ~~statements~~to ~~are~~one ~~reasonable~~vote, ~~any~~either in person or by proxy, on all matters submitted to a vote of stockholders, including the ~~assumptions~~election ~~could~~of ~~prove~~directors. All ~~inaccurate~~actions ~~and,~~required ~~therefore,~~or ~~there~~permitted ~~can~~to be notaken ~~assurance~~by ~~that~~stockholders at an annual or special meeting of the ~~forward-looking~~stockholders ~~statements~~must ~~included~~be effected at a duly called meeting, with a quorum present of a majority in ~~this~~voting ~~prospectus~~power ~~will~~of ~~prove~~the shares entitled to bevote ~~accurate~~thereon. InSpecial ~~light~~meetings of the stockholders may only be called by (A) at the ~~significant~~request ~~uncertainties~~of ~~inherent~~the inChairman of the ~~forward-looking~~Board ~~statements~~of ~~included~~Directors ~~herein~~or ~~particularly~~the inPresident ~~view~~of the corporation or (B) at the request of a majority of the ~~current~~entire ~~state~~Board of ~~our~~Directors. ~~operations~~Subject to the rights, if any, of any series of preferred stock to elect directors and to remove any director whom the ~~inclusion~~holders of any such ~~information~~stock ~~should~~have ~~not~~the beright ~~regarded~~to aselect, aany ~~statement~~director (including persons elected by usdirectors to fill vacancies in the Board) may be removed from office, with or ~~any~~without ~~other~~cause, ~~person~~only ~~that~~by ~~our~~the ~~objectives~~affirmative ~~and~~vote ~~plans~~of the ~~will~~holders beof ~~achieved.~~at ~~Factors~~least ~~that~~a ~~could~~majority ~~cause~~in ~~actual~~voting ~~results~~power of the shares then entitled to ~~differ~~vote ~~materially~~at ~~from~~an ~~those~~election ~~expressed~~of directors at a special meeting. Any action required to be or ~~implied~~which bymay ~~such~~be ~~forward-looking~~taken ~~statements~~at ~~include,~~any ~~but~~annual ~~are~~or ~~not~~special ~~limited~~meeting toof stockholders, ~~the~~may ~~factors~~be ~~set~~taken ~~forth~~by ~~herein~~the ~~under~~written consent of the ~~headings~~stockholders ~~“Business,”~~having ~~“Risk~~not ~~Factors”~~less ~~and~~than ~~“Plan~~the minimum number of ~~Operations~~votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.”

~~OUR~~Subject ~~PROPOSED~~to ~~BUSINESS~~preferences which may be applicable to any outstanding shares of preferred stock from time to time, holders of our common stock have equal ratable rights to such dividends as may be declared from time to time by our Board out of funds legally available therefor. In the event of any liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our remaining assets after provision for payment of amounts owed to creditors and preferences applicable to any outstanding shares of preferred stock. All outstanding shares of common stock are fully paid and nonassessable. Holders of common stock do not have preemptive rights.

WeThe ~~intend~~rights, topreferences ~~enter~~and ~~the~~privileges ~~business~~of holders of ~~offering~~common ~~business~~stock ~~support~~are ~~services~~subject ~~and~~to ~~outsourced~~the ~~business~~rights ~~processes~~of tothe ~~proprietors,~~holders ~~entrepreneurs~~of ~~and~~any ~~small~~outstanding ~~businesses.~~shares ~~Our~~of ~~services~~preferred ~~will~~stock. ~~include~~The ~~project~~Bylaws ~~management,~~may ~~database~~be ~~and~~amended ~~information~~by ~~storage,~~ the affirmative ~~creation~~vote of ~~legally~~a ~~compliant~~majority ~~business~~of ~~policies,~~the ~~document~~stock ~~management~~issued ~~services,~~ and ~~finance~~outstanding and ~~accounting~~entitled ~~services.~~to Wevote ~~are~~at ~~not~~the ~~presently~~relevant ~~operational,~~annual ~~but~~or ~~anticipate~~special ~~commencing~~meeting, ~~operations~~or by ~~within~~ the ~~next~~affirmative ~~six~~vote ~~months~~of ~~contingent~~a onmajority ~~the receipt~~ of ~~additional~~the ~~financing~~Board of ~~between $500,000 and $2,500,000~~Directors. ~~Our primary focus will be to hire management personnel in both marketing and business support services areas.~~

~~Overview~~Preferred Stock

~~The~~Our ~~Company~~Board ~~intends~~is authorized to ~~offer~~issue ~~business~~up ~~support~~to ~~services~~10 tomillion shares ~~proprietors,~~of ~~entrepreneurs~~preferred stock, ~~and~~par ~~small~~value ~~business~~$0.0001 ~~owners~~per byshare, ~~offering~~in aone ~~full~~or ~~suite~~more series all of ~~outsourced~~which ~~business~~shares ~~processes~~are ~~including~~undesignated. ~~project~~Our ~~management~~Board has the authority, ~~database~~within the limitations and ~~information~~restrictions ~~storage,~~prescribed ~~legally~~by ~~compliant~~the ~~policy~~Delaware ~~manual~~General ~~generation~~Corporation Law, ~~document~~or ~~management~~the ~~services~~DGCL, and ~~finance~~without ~~and~~stockholder approval, ~~accounting~~to ~~services~~provide by resolution for the issuance of shares of preferred stock,. ~~The~~and ~~Company~~to ~~will~~fix ~~secure~~the ~~office~~rights, ~~space~~preferences, ~~hire~~privileges ~~necessary~~and ~~personnel~~restrictions thereof, ~~purchase~~including ~~equipment~~dividend rights, ~~further~~conversion ~~develop~~rights, ~~the~~voting ~~service~~rights, ~~offering~~terms of redemption, ~~and~~liquidation ~~commence~~preference ~~its~~and ~~marketing~~the ~~efforts.~~number ~~There~~of isshares constituting noany ~~assurance~~series ~~that~~of the ~~Company~~designation ~~will~~of besuch ~~successful~~series, inby ~~these~~delivering ~~endeavors~~an orappropriate ~~that~~certificate ifof ~~accomplishes~~amendment ~~all~~to the Certificate of Incorporation ~~these~~to ~~steps~~the itDelaware ~~will~~Secretary beof ~~able~~State pursuant to ~~operate~~the ~~profitably~~DGCL. ~~Based~~The onissuance ~~management’s~~of ~~personal~~preferred ~~experience,~~stock could have the ~~Company~~effect ~~believes~~of ~~that~~decreasing the ~~its~~market ~~product~~price isof the common stock, impeding or delaying a ~~legitimate~~possible ~~business~~takeover ~~opportunity~~and ~~for~~adversely affecting the ~~Company~~voting and ~~its~~other ~~shareholders.~~rights of the holders of our common stock.

Through the Company’s service, clients will be able to gain the advantage of maintaining their growth goals without the need to sacrifice precious resources to address standard business bottlenecks. The company therefore will allow firms to retain their entrepreneurial speed and agility, advantages they would otherwise sacrifice in dealing with logistics rather than the specific focus of the client’s business. The company will also allow clients to grow at a faster pace as they will be less constrained by large capital expenditures for people, training, equipment, or mistakes made from lack of experience in areas which are unrelated to the client’s specific business purpose.

The field of business process outsourcing has shown dramatic growth in recent years. Outsourcing statistics show that the largest percentage of jobs being outsourced is in information technology, by around 28%. The next largest field is human resources taking 15% of the outsourcing market, followed closely by sales and marketing outsourcing with 14% and financial services outsourcing at 11%. The remaining 32% is made up of other different processes such as administrative outsourcing. Most of the outsourcing is done by multinational companies and the most popular destinations are India, China and the Philippines. While these figures slightly differ depending on the study, this division gives an idea of the outsourcing market.

~~According to McKinsey, the global "addressable" business process outsourcing market is worth $122~~ Anti-takeover ~~$154~~Effects ~~billion,~~ of ~~which $35-40 billion relates to retail banking, $25-35 relates to~~ the ~~insurance~~DGCL ~~field, $10-12 billion relates to travel~~ and ~~hospitality, $10-12 billion relates to~~ the ~~auto~~Certificate ~~industry, $8-10 billion relates to telecoms, $8 devoted to pharmaceuticals, and $20-25 billion flows to the finance industry. Moreover, they estimate that 8%~~ of ~~that capacity was utilized as of 2006.~~Incorporation

~~While~~As ~~expansion~~described inabove, ~~all~~our ~~industries~~Board ~~has~~is ~~slowed~~authorized asto designate aand ~~direct~~issue ~~result~~shares of ~~the~~preferred ~~recession~~stock ~~and the current market conditions, growth rate~~ in ~~business~~a ~~process~~series ~~outsourcing~~and ~~for~~define ~~2009~~all isrights, ~~still~~preferences ~~expected to be between 20%~~ and ~~30%.~~privileges ~~That~~applicable ~~is not~~ to ~~say~~such ~~that business process outsourcing has not slowed as well~~series. This ~~When~~authority ~~comparing~~may ~~the~~be ~~current~~used ~~outlook~~ to ~~recent~~make ~~years,~~it ~~the~~more ~~outlook~~difficult ~~the~~or ~~rate~~less ofeconomically ~~growth~~beneficial ~~has~~to inacquire ~~fact~~or ~~declined.~~seek ~~The~~to ~~business~~acquire ~~process outsourcing industry had grown by an average of 50 percent for the past three years~~us. ~~In 2007, it generated US$4.9 billion revenues and employed around 300,000 workers.~~

WeDelaware ~~may~~Anti-Takeover ~~also~~Law - Interested ~~expand operations to some foreign countries, for both the benefit of our clients, and to generate greater profits as a result of lower operational costs~~Stockholder Transactions. ~~As an example, such operational costs would consist of lower average wages for workers. Expansion to overseas markets in business process outsourcing has been commonplace for the last decade.~~

•We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an interested stockholder.

~~According~~Limitations toon ~~Deloitte Consulting~~Liability, 2Indemnification ~~million jobs will move from the United States and Europe to cheaper destinations in the financial services business alone. The emigration~~ of ~~service~~Officers ~~jobs across all industries could be as high as 4 million. The consulting firm also forecasts that in the next five years 3/4 of major financial institutions~~ and ~~investment banks will allocate tasks to low labor cost countries~~ Directors and ~~that India will be at the top of the list. Global financial institutions are predicted to invest $356 billion in India for outsourcing projects.~~ Insurance

•The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors and Certificate of Incorporation will include such an exculpation provision. Our Certificate of Incorporation and Bylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of us, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our Certificate of Incorporation and Bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Certificate of Incorporation will expressly authorize us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.

~~Forrester~~Authorized ~~Research~~but ~~estimates~~Unissued ~~that 3.3 million U.S. jobs and $136 billion in wages could be moved to such countries as India, China, and Russia by 2015.~~Shares

•Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

~~Among~~Stock ~~the~~Exchange ~~different offshore destinations, India has become the number one location for most companies.~~ Listing

~~India~~Our ~~has~~common ~~revenues~~stock ofis ~~10.9~~presently ~~billion~~quoted ~~USD~~on ~~from~~the ~~offshore~~OTCID ~~business~~of ~~process~~the ~~outsourcing~~OTC ~~and~~Markets marketplace 30under ~~billion~~the ~~USD~~trading ~~from~~symbol ~~IT and total business process outsourcing (in FY 2008)~~“CHEV”. We ~~India~~have ~~thus~~applied ~~has~~to ~~some~~list ~~5-6%~~our ~~share~~common ofstock on the ~~total~~Nasdaq ~~business~~under ~~process outsourcing industry, but a commanding 63% share of~~ the ~~offshore component~~symbol “CHEV”. ~~This~~Assuming ~~63%~~that isour acommon ~~drop~~stock ~~from~~is ~~the~~listed ~~70%~~for ~~offshore~~trading ~~share~~on ~~that~~the ~~India enjoyed in 2007~~Nasdaq, ~~despite~~ the ~~industry~~quoting ~~growing~~of ~~38%~~our incommon ~~India~~stock inon ~~2007,~~OTCID ~~other~~will be ~~locations~~discontinued ~~like~~prior ~~Eastern~~to ~~Europe,~~the ~~Philippines,~~listing ~~Morocco,~~on ~~Egypt~~Nasdaq. ~~and~~It ~~South~~is ~~Africa~~a ~~have~~condition ~~emerged~~ to ~~take~~the aclosing ~~share~~ of ~~the~~this ~~market.~~offering ~~China~~that isour ~~also~~shares ~~trying~~of tocommon ~~grow~~stock ~~from~~shall have abeen ~~very~~approved ~~small~~for ~~base~~listing inon ~~this~~the ~~industry.~~Nasdaq ~~However,~~Capital ~~while~~Market. ~~the~~We ~~business~~will ~~process~~not ~~outsourcing~~request ~~industry~~effectiveness isof ~~expected~~the toregistration ~~continue~~statement pursuant to ~~grow~~which inthis ~~India,~~prospectus ~~its~~relates ~~market~~until ~~share of~~ the ~~offshore~~Nasdaq ~~piece~~Stock isMarket ~~expected~~LLC tohas ~~decline.~~approved ~~Important~~the ~~centers~~listing inof ~~India~~our ~~are~~shares ~~Bangalore,~~of ~~Hyderabad,~~common ~~Kolkata,~~stock ~~Mumbai,~~on ~~Pune, Chennai and New Delhi~~Nasdaq.

~~Proposed~~Transfer ~~Products~~Agent and ~~Services~~Registrar

~~The~~Our ~~Company~~transfer ~~will~~agent ~~market its “Virtual Admin” brand to businesses to help optimize their management's time~~ and ~~allow~~registrar ~~them~~is toColonial ~~focus~~Stock Transfer, on7840 ~~their~~S ~~core~~700 ~~business~~E, ~~activities~~Sandy, ~~Although~~UT ~~we have not conducted any formal studies~~84070, weUnited ~~believe that the small business community will be receptive to our services~~States. The Wetelephone ~~will~~number ~~seek to obtain referrals through word-~~of~~-mouth~~ ~~from~~Colonial ~~our~~Stock ~~relationships~~Transfer ~~and~~is ~~utilize~~+1 ~~our initial performance record in our marketing strategy to commence building a larger customer base~~801-355-5740. ~~Among the services that we propose to offer customers is:~~

(i)

overall analysis of the customer's various logistical systems and functions, such as customer service, purchasing, inventory control, transportation and warehousing;

(ii)

recommendations for and/or implementation of improvements, modifications, cost reductions and/or other efficiencies in the performance of various of these systems and functions;

(iii)

recommendations for and/or implementation of outsourcing of functions to third parties where appropriate;

(iv)

consulting in areas such as technology, feasibility and cost analysis, sales and management training, business, planning, website strategy, post training support, corporate training and development;

(v)

review of the customers policies and procedures to ensure compliance with various laws and regulations relating to employment practices, including procedural or training manuals with adherence to ISO or other quality standards of business. File storage of documentation is provided via CD or on-line. May include layout, design, scanning, and insertion of clip art, general input, formatting, printing, photocopying, and binding of the manuals created;

(vi)

specific problem-solving, such as creating timelines and plans, budget development, deliverables management, communications planning, and documentation. Project tracking and notification of past due tasks, generating reports, and maintenance of the project plan from initiation through completion of the project, contract negotiation, administration, reporting and control;

(vii)

office management, which includes faxing, research, book keeping, bill payment and invoicing, travel requirements, meeting and event planning, transcriptions, translations, correspondence, mail merge set-up of personalized form letters, flyers, and general mail outs; and

(viii)

client business expansion, which would include compilation of new or revisions to existing proposals, presentations, bids, or other forms of documentation and correspondence, and PowerPoint presentations to prospective clientle.

We will not, like some logistics firms, specialize in any one area of the logistics industry. Rather, our executive officer will seek to use her expertise and experience to make available to, and customize to the business and operations of, each customer all of the services aforementioned, including, but not limited to, overall analysis, recommendations, implementation and specific problem-solving.

We will charge each customer a fee for our services based upon, among other factors, the time necessitated in the performance of, and the difficulty of the services. We intend, depending upon the success of our initial operations, to employ limited additional personnel with experience in the logistics business. While we will have working capital available to employ a limited number of additional employees, in addition to our executive officers, a marketing specialist and a part-time bookkeeper, in the event of the maximum offering, these funds may ultimately be allocated differently. Our continuation in business after the expiration of one year from the date of this offering and the employment of significant additional staff, will be dependent upon our achievement of significant profits from operations and/or obtaining significant capital in excess of that anticipated to be realized from this offering. Eventually, assuming our initial success, management plans to expand the scope of our services.

In order to ensure the performance of high quality, state-of-the-art, customized services, we will endeavor to follow specific procedures ourselves, double-checking crucial steps and benchmarking our services with those of competitors. Certain of the procedures that we intend to follow include: (i) prompt response to customers during, and availability to customers for emergencies after, business hours; (ii) provision of free, written estimates within approximately 72 hours; (iii) commencement of work within seven days following the receipt of a signed contract; (iv) completion of services undertaken without interruption; (v) use of the highest quality products and materials available; (vi) follow-up subsequent to the completion of each job to ensure customer satisfaction; and (vii) guarantee of satisfaction of the services performed. Additionally, we intend to evaluate and assess the nature, quality and timeliness of our services from time-to-time through surveys and other means in order to be responsive to changes in market conditions and customer demands and to be competitive with the services offered by competitors.

Planned Sales and Marketing

Our marketing effort will be a vital part of our operation. We will market direct to our customers and have allocated a significant portion of our operating budget to this marketing effort that may include hiring marketing personnel, advertising in trade publications and, if required, advertising in the general media. We have not conducted any studies to determine the optimal price points for our proposed product.

Competition

Competition in all aspects of the outsourced services and business services industry is intense. We will compete against established outsourced business services companies with name familiarity and greater financial resources. A large part of our effort will be directed to being recognized in this market of large players and, as a small company, to gain the trust of purchasing decision makers at our potential customers. Competitors may seek to duplicate the benefits of our services in ways that do not infringe on any benefits that our services offer. As a result we could find that our entire marketing plan and business model is undercut or made irrelevant by actions of other companies under which we have no control. We cannot promise that we can accomplish our marketing goals and as a result may experience negative impact upon our operating results.

Employees

As of December 31, 2008 and currently we have no employees. Our officers serve us on a part time basis without compensation. If we become fully operational, we foresee the need for five technical employees, at least two clerical employees, and marketing and sales personnel as determined by management’s judgment of our business’ needs.

Legal Proceedings

We are not party to any legal proceeding and are unaware of any threatened legal proceeding to which we may become subject.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in “Factors That May Affect Future Results and Financial Condition.”

OVERVIEW

We are in a developmental stage. Implementing our planned business operation is dependant on the effectiveness of this registration statement and our ability to raise between $500,000 and $2,500,000 of additional capital after all offering expenses paid to a placement agent, attorneys, accountant’s and the like.

Our plan is to utilize such capital we raise as follows:

		If a Net of $500,000 is Raised		If a Net of $2,500,000 is Raised
Renting and Furnishing Offices	$	100,000	$	250,000
Equipment	$	80,000	$	300,000
Officer Salaries	$	100,000	$	350,000
Marketing Expense	$	120,000	$	850,000
Working Capital	$	100,000	$	750,000

The foregoing are estimates only and any funds may be reallocated based upon management’s evaluation of then existing conditions.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturn and negatively impact our results. However, the effect of inflation has been minimal over the past three years.

SEASONALITY

We do not believe that our business will be seasonal to any material degree.

DESCRIPTION OF PROPERTY

We currently operate out of the residence of our CEO and president Emily Lussier and will not pay any rent to Ms. Lussier until such time as we generate cash flow from our fund raising activities or operations. When we receive additional funding and need space beyond our present facility, we believe that we will be able to find ample suitable space within our projected budget as set forth above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was incorporated on March 25, 2008 at which time 3,900,000 shares of common stock were issued to the Company’s founder, 20,000 shares of common stock were issued to the Company’s Chief Financial Officer and 40,000 shares of common stock were issued to the Company’s legal counsel. Our founder donated 25,000 of her shares to a not-for-profit organization.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash annual remuneration of each of the three highest paid persons who are officers or directors as a group during our last fiscal year:

Name of individual or identity of group	Capacities in which remuneration was received	Salary	Bonus	Stock Awards	All Other Compensation	Aggregate remuneration
Emily Lussier	CEO	$5,000	$0	$0	$0	$0
Robert Steele	CFO	$0	$0	$0	$0	$0

The Company has not paid any compensation in cash to its officer/ director and does not intend to do so until such time as its capital resources are sufficient in the judgment of its Board of Directors. The Company has not paid and has no present plan to give any compensation other than cash. The Company does not have any Stock Option Plan or other equity compensation plans. Ms. Lussier will not withdraw any cash compensation from the Company until it receives debt or equity financing or cash flow from operations.

LEGAL MATTERS

The validity of the ~~issuance of the~~ shares of common stock offered hereby will be passed upon for us by ~~Eric~~Greenberg W.Traurig, ~~Richardson~~P.A., ~~Cohen~~Tel ~~& Richardson~~Aviv, ~~LLP,~~Israel. ~~2321~~If ~~Rosecrans~~the ~~Avenue,~~securities ~~Suite~~are ~~4210,~~distributed in Elan ~~Segundo~~underwritten offering, ~~California~~certain ~~90245.~~legal ~~Mr.~~matters ~~Richardson~~will ~~owns~~be ~~40,000~~passed ~~shares~~upon offor ~~our~~the ~~common~~underwriters ~~stock~~by ~~that~~counsel ~~are~~identified ~~included~~ in ~~this~~the ~~registration~~applicable ~~statement~~prospectus supplement.

EXPERTS

The financial statements of Charging ~~Silverhill~~Robotics ~~Management Services,~~ Inc. as of December 31, ~~2008~~2024 and 2023, and for ~~the~~each ~~period~~of ~~from~~the ~~March~~two ~~25,~~years ~~2008~~in ~~(inception)~~the ~~through~~period ended December 31, ~~2008~~2024, ~~included~~incorporated by reference in this prospectus, have been audited by LiBrightman Almagor Zohar & ~~Company~~Co., PCCertified Public Accountants, a Firm in the Deloitte Global Network, an independent registered public accounting firm, ~~and~~as ~~have~~stated ~~been so included~~ in ~~reliance~~their ~~upon~~report. ~~the~~Such ~~report~~financial ofstatements Liare &incorporated by ~~Company,~~reference PCin ~~given~~reliance onupon the ~~authority~~report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We ~~have~~are ~~filed~~subject ~~with~~to the ~~Securities~~informational requirements ~~and~~of the Exchange ~~Commission~~Act aand ~~registration~~in ~~statement~~accordance ontherewith ~~Form~~file ~~S-1~~annual, ~~including~~quarterly ~~exhibits~~and current reports, ~~schedules~~proxy statements and ~~amendments,~~other ~~under~~information with the ~~Securities~~SEC. ~~Act~~Such ~~with~~reports, ~~respect~~proxy tostatements and other information can be read and copied at the ~~shares~~SEC’s ofpublic ~~common~~reference ~~stock~~facilities at to100 beF ~~sold~~Street, inN.E., ~~this~~Washington, ~~offering~~D.C. ~~This~~20549, ~~prospectus~~at ~~does~~prescribed ~~not~~rates. ~~contain~~Please ~~all~~call the SEC at 1-800-732-0330 for further information ~~included~~on inthe operation of the ~~registration~~public ~~statement~~reference facilities. ~~For~~In ~~further~~addition, ~~information~~the ~~about~~SEC usmaintains a website that contains reports, proxy and ~~the~~information ~~shares~~statements and ofother ~~our~~information ~~common~~regarding ~~stock~~registrants tothat befile ~~sold~~electronically inwith ~~this~~the ~~offering,~~SEC. ~~please~~The ~~refer~~address toof ~~this~~the ~~registration~~SEC’s ~~statement~~website is www.sec.gov.

AsWe ofmake ~~the~~available ~~date~~free of charge ~~this~~on ~~prospectus,~~or wethrough ~~became~~our ~~subject~~website toat ~~the informational requirements of the Securities Exchange Act of 1934, as amended~~www. ~~Accordingly~~chargingrobotics.com, weour ~~will~~Annual ~~file~~Reports ~~annual,~~on ~~quarterly~~Form ~~and special reports~~10-K, ~~proxy~~Quarterly ~~statements~~Reports ~~and~~on ~~other~~Form ~~information~~10-Q, ~~with~~Current Reports ~~the~~on ~~SEC.~~Form ~~You~~8-K ~~may read~~ and ~~copy~~amendments ~~any~~to ~~document~~those wereports ~~file~~filed ator ~~the~~furnished ~~SEC's~~pursuant ~~public~~to ~~reference~~Section ~~room~~13(a) ator ~~100~~15(d) Fof ~~Street, N. E., Washington, D.C. 20649. You should call~~ the ~~SEC~~Exchange atAct ~~1-800-SEC-0330~~as ~~for~~soon as ~~further~~reasonably ~~information~~practicable onafter ~~the~~we ~~public~~electronically ~~reference~~file ~~rooms.~~such ~~Our~~material ~~SEC~~with ~~filings~~or ~~will~~otherwise ~~also~~furnish beit ~~available~~ to the ~~public at the~~ SEC~~'s web site at "http:/www~~.~~sec.gov."~~

~~You~~We ~~may~~have ~~request~~filed with the SEC a registration statement under the Securities Act, ~~and~~relating weto ~~will~~the ~~voluntarily~~securities ~~provide~~offered under this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of ~~our~~the ~~filings~~registration statement, ~~including~~at ~~our~~prescribed ~~annual~~rates, from ~~report~~the ~~containing~~SEC ~~audited~~at ~~financial~~the ~~statements~~address listed above, or for free at nowww.sec.gov. ~~cost~~The registration statement and the documents referred to ~~you,~~below under “Incorporation of Certain Information by ~~writing~~Reference” orare ~~telephoning~~also usavailable aton ~~the~~our ~~following~~website, ~~address:~~www.chargingrobotics.com.

~~Silverhill~~We ~~Management~~have ~~Services~~not incorporated by reference into this prospectus the information on our website, ~~Inc~~and you should not consider it to be a part of this prospectus.

21 ~~Merrimac Way – Unit B~~

~~Tyngsboro,~~MATERIAL ~~MA 01879~~CHANGES

23None.

~~TABLE~~INCORPORATION OF ~~CONTENTS~~CERTAIN INFORMATION BY REFERENCE

PROSPECTUS SUMMARY	4
RISK FACTORS	5
USE OF PROCEEDS	10
SELLING STOCKHOLDERS	10
DETERMINATION OF OFFERING PRICE	13
DIVIDEND POLICY	13
MARKET FOR SECURITIES	13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	15
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS	16
DESCRIPTION OF CAPITAL STOCK	16
DESCRIPTION OF BUSINESS	19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	22
LEGAL MATTERS	23
EXPERTS	23
WHERE YOU CAN FIND MORE INFORMATION	23
INDEX TO FINANCIAL STATEMENTS	F-1

The SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering:

~~Dealer~~● ~~Prospectus~~Our ~~Delivery~~Annual ~~Obligation~~Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025; ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 14, 2025 and August 13, 2025, respectively; ● Our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items), filed with the SEC on March 12, 2025, June 9, 2025, June 30, 2025, September 10, 2025 and October 6, 2025; and ● The description of our common stock, which is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025, and as may be further updated or amended in any amendment or report filed for such purpose.

~~Until~~Notwithstanding ~~XXXXX,~~the ~~2009~~foregoing, information ~~all~~furnished ~~dealers~~under ~~that~~Items ~~effect~~2.02 ~~transactions~~and in7.01 ~~these~~of ~~securities,~~any ~~whether~~Current orReport ~~not~~on ~~participating~~Form ~~in this offering~~8-K, ~~may~~including bethe ~~required~~related toexhibits, ~~deliver~~is anot ~~prospectus.~~incorporated by ~~This~~reference is in ~~addition~~this ~~to the dealers' obligation to deliver a~~ prospectus ~~when acting as underwriters and with respect to their unsold allotments or subscriptions~~.

The ~~selling~~information ~~stockholders~~about ~~are~~us ~~offering~~contained in ~~and~~this ~~selling~~prospectus ~~shares~~should ofbe ~~our~~read ~~common~~together ~~stock~~with ~~only~~the toinformation ~~those~~in ~~persons~~the ~~and~~documents inincorporated ~~those~~by ~~jurisdictions~~reference. ~~where~~You may request a copy of any or all of these ~~offers~~filings, ~~and~~at ~~sales~~no ~~are~~cost, ~~permitted~~by writing or telephoning us at: Hovav Gilan, Chief Executive Officer, 20 Raul Wallenberg Street, Tel Aviv, Israel, 6971916, telephone number +972-3-717-5777.

You should rely only on the information contained in this prospectus, as amended and supplemented from time to time. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery or of any sale of shares. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has not been a change in our affairs since the date hereof.22

This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. This prospectus summarizes information and documents in a manner we believe to be accurate7,952,852 ~~but~~Shares ~~we refer you to the actual documents or the agreements we entered into for additional information~~ of ~~what~~Common ~~we discuss in this prospectus.~~Stock

24Charging Robotics Inc.

~~Silverhill Management Services, Inc.~~PROSPECTUS

~~(A Development Stage Company)~~ , 2025

~~December~~PART ~~31, 2008~~II

~~Index~~INFORMATION toNOT ~~Financial~~REQUIRED ~~Statements~~IN PROSPECTUS

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet at December 31, 2008	F-3
Statement of Operations for the Period from March 25, 2008 (Inception) through December 31, 2008	F-4
Statement of Stockholders’ Deficit for the Period from March 25, 2008 (Inception) through December 31, 2008	F-5
Statement of Cash Flows for the Period from March 25, 2008 (Inception) through December 31, 2008	F-6
Notes to the Financial Statements	F-7
Interim Financial Statements for the Interim Period Ended June 30, 2009, for the Period from March 25, 2008 (Inception) through June 30, 2008 and for the Period from March 25, 2008 (Inception) through June 30, 2009 (Unaudited)	F-11

Item 13. Other Expenses of Issuance and Distribution.

~~F-1~~The following are the estimated expenses related to the filing of the registration statement of which this prospectus forms a part, all of which will be paid by us. With the exception of the SEC registration fee, all amounts are estimates and may change:

~~REPORT~~SEC OFRegistration ~~INDEPENDENT~~Fee ~~REGISTERED~~$ ~~PUBLIC~~* ~~ACCOUNTING~~Accounting ~~FIRM~~Fees and Expenses $ * Legal Fees and Expenses $ * Printing Fees and Expenses $ * Miscellaneous Fees and Expenses $ * Total $ *

* To ~~the~~be ~~Board~~filed ofby ~~Directors and Stockholders of~~amendment.

~~Silverhill~~Item ~~Management~~14. ~~Services,~~Indemnification ~~Inc~~of Directors and Officers.

(Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A ~~development~~similar standard ~~stage~~is ~~company)~~applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

~~Tyngsboro~~Our Certificate of Incorporation and Bylaws provide that we will indemnify and hold harmless, ~~Massachusetts~~to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

WeThe ~~have~~Delaware ~~audited~~General ~~the~~Corporation Law ~~accompanying~~permits ~~balance sheet of Silverhill Management Services, Inc. (~~a ~~development~~corporation ~~stage~~to ~~company)~~provide ~~(the~~in ~~“Company”)~~its ascertificate of ~~December~~incorporation ~~31,~~that ~~2008~~a ~~and~~director ~~the related statements~~ of ~~operations,~~the ~~stockholders’~~corporation ~~deficit~~shall ~~and~~not ~~cash~~be ~~flows~~personally ~~for~~liable to the ~~period~~corporation ~~from~~or ~~March~~its ~~25,~~stockholders ~~2008~~for ~~(inception)~~monetary ~~through~~damages ~~December~~for ~~31,~~breach ~~2008. These financial statements are the responsibility~~ of ~~the~~fiduciary ~~Company’s~~duty ~~management.~~as ~~Our~~a ~~responsibility~~director, isexcept tofor ~~express~~liability ~~an opinion on these financial statements based on our audit.~~for:

We● ~~conducted~~any ~~our~~breach ~~audit in accordance with the standards~~ of the ~~Public~~director’s ~~Company~~duty ~~Accounting~~of ~~Oversight~~loyalty ~~Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the ~~financial~~corporation ~~statements~~or ~~are~~its ~~free~~stockholders; of● ~~material~~acts ~~misstatement.~~or ~~The~~omissions ~~Company is~~ not ~~required~~in togood ~~have,~~faith ~~nor~~or ~~were~~which weinvolve ~~engaged~~intentional tomisconduct ~~perform,~~or ~~an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as~~ a ~~basis~~knowing ~~for~~violation ~~designing audit procedures that are appropriate in the circumstances, but not for the purpose~~ of ~~expressing~~law; an● ~~opinion~~payments ~~on the effectiveness~~ of ~~the~~unlawful ~~Company’s~~dividends ~~internal~~or ~~control~~unlawful ~~over~~stock ~~financial~~repurchases ~~reporting.~~or ~~Accordingly,~~redemptions; weor ~~express~~● noany ~~such~~transaction ~~opinion.~~from Anwhich ~~audit includes examining, on a test basis, evidence supporting~~ the ~~amounts~~director ~~and~~derived ~~disclosures~~an inimproper ~~the~~personal ~~financial statements~~benefit. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InInsofar ~~our~~as ~~opinion,~~indemnification for liabilities arising under the ~~financial~~Securities ~~statements~~Act ~~referred~~may tobe ~~above~~permitted ~~present~~to ~~fairly~~directors, inoffices ~~all~~or ~~material~~controlling ~~respects~~persons of ours, pursuant to the foregoing ~~financial~~provisions, ~~position~~or otherwise, we have been advised that, in the opinion of the ~~Company~~SEC, such indemnification is against public policy as ofexpressed ~~December~~in ~~31,~~the ~~2008~~Securities Act, and is, therefore, unenforceable. In the ~~results~~event that a claim for indemnification against such liabilities (other than the payment by us of ~~its~~expenses ~~operations~~incurred ~~and~~or ~~its~~paid ~~cash~~by ~~flows~~a ~~for~~director, officer or controlling person of ours in the ~~period~~successful ~~from~~defense of ~~March~~any 25action, ~~2008~~suit ~~(inception~~or proceeding) ~~through~~is ~~December~~asserted 31by such director, ~~2008~~officer or controlling person in ~~conformity~~connection with ~~accounting~~the ~~principles~~securities ~~generally~~being registered ~~accepted~~hereunder, we will, unless in the ~~United~~opinion ~~States~~of our counsel the matter has been settled by controlling precedent, submit to a court of ~~America~~appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had negative working capital and a deficit accumulated during the development stage at December 31, 2008 and had a net loss and cash used in operations for the period from March 25, 2008 (inception) through December 31, 2008, with no revenues during the period. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.II-1

~~/s/Li~~Item &15. ~~Company,~~Recent PCSales of Unregistered Securities.

LiWe &sold ~~Company,~~the PCsecurities described below within the past three years which were not registered under the Securities Act.

~~Skillman~~On March 28, ~~New~~2023, ~~Jersey~~the Company entered into a Securities Exchange Agreement with the stockholders of Charging Robotics Ltd. Pursuant to the agreement, at the closing, which occurred on April 7, 2023, the Company acquired 100% of the issued and outstanding stock of Charging Robotics Ltd., in exchange for the issuance of a total of 6,146,188 shares of the Company’s common stock and warrants to purchase an additional 6,150,000 shares.

~~July~~On 28April 6, ~~2009~~2023, the Company issued a total of 910,000 common stock to three investors for the total amount of $501.

~~F-2~~On June 20, 2024, the Company issued 122,831 warrants to Automax Motors Ltd. with an exercise price of $12.82 in exchange for services received.

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
					December 31, 2008
ASSETS
CURRENT ASSETS:
	Cash			$	5,433
		Total Current Assets			5,433
			Total Assets	$	5,433
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accrued expenses			$	9,600
		Total Current Liabilities			9,600
STOCKHOLDERS' DEFICIT:
	Preferred stock at $0.0001 par value: 10,000,000 shares authorized,
		none issued or outstanding			-
	Common stockat $0.0001 par value: 50,000,000 shares authorized,
		4,136,000 shares issued and outstanding			414
	Additional paid-in capital				43,982
	Deficit accumulated during development stage				(48,563)
		Total Stockholders' Deficit			(4,167)
			Total Liabilities and Stockholders' Deficit	$	5,433
See accompanying notes to the financial statements.

In December 2024, the Company issued 412,123 shares of common stock in a private placement offering for aggregate gross proceeds of approximately $410.

~~F-3~~During the six months ended June 30, 2025, the Company issued a total of 296,899 shares of common stock (including finders’ fees shares) in a private placement offering for aggregate gross proceeds of $306.

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
				For the Period from
				March 25, 2008
				(Inception) through
				December 31, 2008
OPERATING EXPENSES:
	Professional fees		$	42,200
	General and administrative expenses			6,363
		Total operating expenses		48,563
LOSS FROM OPERATIONS				(48,563)
LOSS BEFORE TAXES				(48,563)
INCOME TAXES				-
NET LOSS			$	(48,563)
NET LOSS PER COMMON SHARE -
	BASIC AND DILUTED:		$	(0.01)
	Weighted Common Shares Outstanding -
		basic and diluted		3,999,655
See accompanying notes to the financial statements.

On June 8, 2025, the Company entered into facility agreements for up to $3.0 million credit facility certain lenders (the “Lenders” and the “Facility Agreement”, respectively). As part of the Facility Agreement, the Company issued warrants (the “Facility Warrants”) to the Lenders to purchase an aggregate of 200,000 shares of the Company’s common stock, representing an aggregate exercise amount of $3.0 million, with a per share exercise price of $15.00, subject to certain beneficial ownership limitations, anti-dilution protection and price adjustments set forth therein. The Facility Warrants will be exercisable on the effectiveness date of an uplisting of the Company’s shares of common stock to a national securities exchange and will have a term of 5 years from the Uplist Date.

FOn June 24, 2025, the Company entered into a securities exchange agreement, or the Securities Exchange Agreement, with Revoltz Ltd., or Revoltz, and three of the shareholders of Revoltz, or the Revoltz Shareholders, pursuant to which the Company issued to the Revoltz Shareholders an aggregate of 12.35% of its issued and outstanding capital stock on a pro rata and post-4closing basis, equal to 1,385,002 shares of the Company’s common stock, in exchange for 32.74% of Revoltz’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 37,476 Revoltz ordinary shares. The transactions contemplated by the Securities Exchange Agreement closed on June 26, 2025, subject to the satisfaction of customary closing conditions.

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Period from March 25, 2008 (Inception) through December 31, 2008
	Common Stock, $0.0001 Par Value				Additional		Deficit accumulated During the		Total Stockhol-
	Number of Shares		Amount		Paid-in Capital		Development Stage		ders' Deficit
Balance, March 25, 2008 (Inception)	-	$	-	$	-	$	-	$	-
Issuance of common stock for cash at $0.0001 per share upon formation of the Company	3,960,000		396		-		-		396
Issuance of common stock for cash at $0.25 per share on May 7, 2008	4,000		1		999		-		1,000
Issuance of common stock for cash at $0.25 per share between July 15, 2008 and September 25, 2008	92,000		9		22,991		-		23,000
Issuance of common stock for cash at $0.25 per share between October 3, 2008 and December 15, 2008	80,000		8		19,992		-		20,000
Net loss	-		-		-		(48,563)		(48,563)
Balance, December 31, 2008	4,136,000	$	414	$	43,982	$	(48,563)	$	(4,167)
See accompanying notes to the financial statements.

We believe that the offers, sales and issuances of the securities described in the preceding paragraphs were exempt from registration either (a) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder (including Regulation D and Rule 506), in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2) or (b) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States.

FII-52

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
				For the Period from
				March 25, 2008
				(Inception) through
				December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(48,563)
Adjustments to reconcile net loss to net cash used in
	operating activities
	Changes in operating assets and liabilities:
		Accrued expenses		9,600
NET CASH USED IN OPERATING ACTIVITIES				(38,963)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Sale of common stock			44,396
NET CASH PROVIDED BY FINANCING ACTIVITIES				44,396
NET INCREASE IN CASH				5,433
Cash at beginning of period				-
Cash at end of period			$	5,433
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Interest paid		$	-
	Taxes paid		$	-
See accompanying notes to the financial statements.

Item 16. Exhibits and Financial Statement Schedules.

F-6

Exhibit Number		Description of Document

3.1		Amended and Restated Certificate of Incorporation of the Company (as incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2024).

3.2		Bylaws of the Company (included as Exhibit 3.2.1 to our Form 10-12G filed with the Securities and Exchange Commission on March 8, 2021, and incorporated herein by reference)

5.1*		Opinion of Greenberg Traurig, P.A.

10.1		Charging Robotics, Inc. 2023 Equity Incentive Plan (included as Exhibit B-1 to our Information Statement on Schedule DEF 14C filed with the Securities and Exchange Commission on August 9, 2023, and incorporated herein by reference)

10.2		Securities Exchange Agreement (included as Exhibit 10.1 to our 8-K filed with the Securities and Exchange Commission on March 28, 2023, and incorporated herein by reference)

10.3		Form of Facility Agreement, dated June 8, 2025 (included as Exhibit 10.1 to our 8-K filed with the Securities and Exchange Commission on June 9, 2025, and incorporated herein by reference)

10.4		Form of Facility Warrant (included as Exhibit 10.2 to our 8-K filed with the Securities and Exchange Commission on June 9, 2025, and incorporated herein by reference)

10.5^		Form of Securities Exchange Agreement, by and between Charging Robotics Inc., Revoltz Ltd. and the shareholders of Revoltz Ltd., dated June 24, 2025 (included as Exhibit 10.1 to our 8-K filed with the Securities and Exchange Commission on June 30, 2025, and incorporated herein by reference)

16.1		Letter from Elkana Amitai CPA, addressed to the Securities and Exchange Commission, dated March 12, 2025 (included as Exhibit 16.1 to our 8-K filed with the Securities and Exchange Commission on March 12, 2025, and incorporated herein by reference)

21.1*		Subsidiaries of the Registrant

23.1*		Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network, an independent registered public accounting firm

23.2*		Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1)

24.1*		Power of Attorney

107*		Filing Fee Table

Silverhill Management Services, Inc.

*	Filed herewith.

^	Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

~~(A Development Stage Company)~~II-3

~~December~~Item ~~31,~~17. ~~2008~~Undertakings

~~Notes~~(a) toThe ~~the~~undersigned ~~Financial~~Registrant ~~Statements~~hereby undertakes:

~~NOTE~~ (1) To file, during any period in which offers or sales are being made, a post-effective ~~ORGANIZATION~~amendment ~~AND~~to ~~OPERATIONS~~this registration statement:

~~Silverhill~~i. ~~Management~~To ~~Services,~~include ~~Inc.~~any prospectus required by section 10(a)(3) ~~development~~of ~~stage~~the ~~company)~~Securities ~~(“Silverhill”~~Act of 1933; ii. To reflect in the prospectus any facts or events arising after the ~~“Company”~~effective date of the registration statement (or the most recent post- effective amendment thereof) ~~was~~which, ~~incorporated~~individually onor ~~March~~in 25the aggregate, ~~2008~~represent ~~under~~a fundamental change in the ~~laws~~information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the ~~State~~total dollar value of ~~Delaware.~~securities Aoffered ~~substantial~~would ~~portion~~not exceed that which was registered) and any deviation from the low or high end of the ~~Company’s~~estimated ~~activities~~maximum ~~has~~offering ~~involved~~range ~~developing~~may abe ~~business~~reflected ~~plan~~in ~~and~~the ~~establishing~~form ~~contacts~~of ~~and~~prospectus ~~visibility~~filed with the Commission pursuant to Rule 424(b) if, in the ~~marketplace~~aggregate, the changes in volume and price represent no more than 20% change in the ~~Company~~maximum ~~has~~aggregate ~~not~~offering ~~generated~~price ~~any~~set ~~revenues~~forth toin ~~date~~the “Calculation of Registration Fee” table in the effective registration statement; iii. ~~The~~To ~~Company~~include ~~plans~~any material information with respect to ~~offer~~the ~~business~~plan ~~support~~of ~~services~~distribution not previously disclosed in the registration statement or any material change to ~~proprietors,~~such ~~entrepreneurs,~~information ~~and~~in ~~small~~the ~~business~~registration ~~owners.~~statement;

~~NOTE~~provided, 2however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective ~~SUMMARY~~amendment OFby ~~SIGNIFICANT~~those ~~ACCOUNTING~~paragraphs ~~POLICIES~~is contained in reports with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Basis of presentation

	(2)	That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~The~~(4) ~~Company’s~~That, ~~financial~~for ~~statements~~the ~~have~~purpose ~~been~~of ~~prepared~~determining inliability ~~accordance~~under ~~with accounting principles generally accepted in~~ the ~~United~~Securities ~~States~~Act of ~~America~~1933 ~~(“U.S.~~to ~~GAAP”).~~any purchaser:

~~Development~~(i) ~~stage~~If ~~company~~the registrant is relying on Rule 430B:

The Company is a development stage company as defined by Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development Stage Enterprises” (“SFAS No. 7”). The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

	(A)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(B)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that No statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~Use of estimates~~II-4

~~The~~(ii) ~~preparation~~If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of ~~financial~~a registration statement relating to an offering, other than registration statements inrelying ~~conformity~~on ~~with~~Rule ~~generally~~430B ~~accepted~~or ~~accounting~~other ~~principles~~than ~~requires~~prospectuses ~~management~~filed in reliance on Rule 430A, shall be deemed to ~~make~~be ~~estimates~~part of and ~~assumptions~~included ~~that~~in ~~affect~~ the ~~reported~~registration ~~amounts~~statement as of ~~assets~~the ~~and~~date ~~liabilities~~it ~~and~~is ~~disclosure~~first used after effectiveness. Provided, however, that No statement made in a registration statement or prospectus that is part of ~~contingent~~the ~~assets~~registration ~~and~~statement ~~liabilities~~or atmade in a document incorporated or deemed incorporated by reference into the ~~date~~registration statement or prospectus that is part of the ~~financial~~registration ~~statements~~statement ~~and~~will, ~~the~~as ~~reported~~to ~~amounts~~a purchaser with a time of ~~revenues~~contract ~~and~~of ~~expenses~~sale ~~during~~prior to such first use, supersede or modify any statement that was made in the ~~reporting~~registration ~~period.~~statement ~~Actual~~or ~~results~~prospectus ~~could~~that ~~differ~~was ~~from~~part ~~those~~of ~~estimates~~the registration statement or made in any such document immediately prior to such date of first use.

~~Due~~(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the ~~limited~~initial ~~level~~distribution of ~~operations~~the securities, the ~~Company~~undersigned ~~has~~Registrant ~~not~~undertakes ~~had~~that in a primary offering of securities of the undersigned Registrant pursuant to ~~make~~this ~~material~~registration ~~assumptions~~statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or ~~estimates~~sold ~~other~~to ~~than~~such purchaser by means of any of the ~~assumption~~following ~~that~~communications, the ~~Company~~undersigned isRegistrant will be a ~~going~~seller ~~concern.~~to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~Cash~~(i) ~~equivalents~~Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~Fair value of financial instruments~~II-5

The Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of Financial Instruments” (“SFAS No. 107”) for disclosures about fair value of its financial instruments and has adopted Financial Accounting Standards Board (“FASB”) No. 157 “Fair Value Measurements” (“SFAS No. 157”) to measure the fair value of its financial instruments. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by SFAS No. 157 are described below:SIGNATURES

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, State of Israel on this 24^th day of October, 2025.

~~F-7~~CHARGING ROBOTICS INC. By: /s/ Yakov Baranes Name: Yakov Baranes Title: Chief Executive Officer

AsPOWER ~~defined~~OF by SFAS No. 107, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.ATTORNEY

~~The~~We, ~~Company~~the ~~does~~undersigned ~~not~~directors ~~have~~and ~~any~~officers ~~assets~~of orCharging ~~liabilities~~Robotics ~~measured~~Inc., hereby atseverally ~~fair~~constitute ~~value~~and onappoint aYakov ~~recurring~~Baranes and Tali Dinar, and each of them severally, his or aher ~~non~~true and lawful attorneys-~~recurring~~in-fact and ~~basis,~~agents ~~consequently~~with full powers of substitution, ~~the~~for ~~Company~~him ~~did~~and ~~not~~in ~~have~~his name, place and stead, in any ~~fair~~and ~~value~~all ~~adjustments~~capacities, ~~for~~to ~~assets~~sign any and ~~liabilities~~all supplements ~~measured~~amendments at(including ~~fair~~post-effective ~~value~~amendments) atto ~~December~~this 31Registration Statement, ~~2008~~and to file the same, ~~nor~~with ~~gains~~all orexhibits ~~losses~~thereto, and ~~are~~all ~~reported~~documents in connection therewith, with the ~~statement~~Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of ~~operations~~them, ~~that~~full ~~are~~power ~~attributable~~and authority to ~~the~~do ~~change~~and inperform ~~unrealized~~each ~~gains~~and orevery ~~losses~~act ~~relating~~and thing requisite and necessary to ~~those~~be ~~assets~~done in connection therewith, as fully to all intents and ~~liabilities~~purposes ~~still~~as ~~held~~he atmight ~~the~~or ~~reporting~~could ~~date~~do ~~for~~in ~~the~~person, ~~period~~hereby ~~from~~ratifying ~~March~~and 25confirming all that said attorneys- in-fact and agents, ~~2008~~or ~~(inception)~~their ~~through~~substitute ~~December~~or 31substitutes, ~~2008~~may lawfully do or cause to be done by virtue thereof.

~~Revenue~~Pursuant ~~recognition~~to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 101 “Revenue Recognition” (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Name	Title	Date

/s/ Yakov Baranes	Chief Executive Officer and Director	October 24, 2025
Yakov Baranes	(principal executive officer)

/s/ Tali Dinar	Chief Financial Officer	October 24, 2025
Tali Dinar	(principal financial officer and principal accounting officer)

/s/ Amitay Weiss	Director	October 24, 2025
Amitay Weiss

/s/ Liron Carmel	Director	October 24, 2025
Liron Carmel

/s/ Kineret Tzedef	Director	October 24, 2025
Kineret Tzedef

~~Income taxes~~II-6

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FIN 48.

Net loss per common share

Net loss per common share is computed pursuant to Statement of Financial Accounting Standards No. 128 “Earnings Per Share” (“SFAS No. 128”). Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2008.

Recently issued accounting pronouncements

In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the year ending December 31, 2009, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

F-8

of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.

Furthermore, in the following fiscal year, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

In March 2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.

In May 2008, FASB issued FASB Statement No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”) to be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The effect of adoption of SFAS No. 162 on the Company’s financial position and results of operations is not expected to be material.

In May 2009, FASB issued FASB Statement No. 165 “Subsequent events” (“SFAS No. 165”) to be effective for the interim or annual financial periods ending after June15, 2009. SFAS No. 165 The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: 1. The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. 2. The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. 3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The effect of adoption of SFAS No. 165 on the Company’s financial position and results of operations is not expected to be material.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $48,563 at December 31, 2008 and a net loss of $48,563 and cashed used in operations of $38,963 for the period from March 25, 2008 (inception) through December 31, 2008, with no revenues during the period.

While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Common stock

The Company was incorporated on March 25, 2008 at which time 3,960,000 shares of common stock were issued to the Company’s founders at $0.0001 per share for $396.

F-9

On May 7, 2008, the Company sold 4,000 shares of its common stock in a private placement at $0.25 per share to one (1) individual for $1,000.

For the period from July 15, 2008 through September 25, 2008, the Company sold 92,000 shares of its common stock in a private placement at $0.25 per share to sixteen (16) individuals for $23,000.

For the period from October 3, 2008 through December 15, 2008, the Company sold 80,000 shares of its common stock in a private placement at $0.25 per share to fifteen (15) individuals for $20,000.

NOTE 5 – INCOME TAXES

Deferred tax assets

At December 31, 2008, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $48,563 that may be offset against future taxable income through 2028. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $16,511 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $16,511.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $16,511 for the period from March 25, 2008 (Inception) through December 31, 2008.

Components of deferred tax assets at December 31, 2008 are as follows:

		December 31, 2008
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards		16,511
Less valuation allowance		(16,511
Deferred tax assets, net of valuation allowance	$	-

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

		For the Period from March 25, 2008 (inception) through December 31, 2008
Federal statutory income tax rate		34.0%
Change in valuation allowance on net operating loss carry-forwards		(34.0)%
Effective income tax rate		0.0%

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date but before financial statements were available to be issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

For the period from January 12, 2009 through January 27, 2009, the Company sold 28,000 shares of its common stock at $0.25 per share to seven (7) individuals for $7,000.

For the period from May 29, 2009 through June 18, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to five (5) individuals for $6,000.

On July 2, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to three (3) individuals for $6,000.

F-10

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
					June 30, 2009		December 31, 2008
ASSETS					(Unaudited)
CURRENT ASSETS:
	Cash			$	6,091	$	5,433
		Total Current Assets			6,091		5,433
			Total Assets	$	6,091	$	5,433
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accrued expenses			$	3,800	$	9,600
		Total Current Liabilities			3,800		9,600
STOCKHOLDERS' EQUITY (DEFICIT):
	Preferred stock at $0.0001 par value: 10,000,000 shares authorized,
		none issued or outstanding			-		-
	Common stockat $0.0001 par value: 50,000,000 shares authorized,
		4,188,000 and 4,136,000 shares issued and outstanding, respectively			419		414
	Additional paid-in capital				56,977		43,982
	Deficit accumulated during development stage				(55,105)		(48,563)
		Total Stockholders' Equity (Deficit)			2,291		(4,167)
			Total Liabilities and Stockholders' Equity (Deficit)	$	6,091	$	5,433
See accompanying notes to the financial statements.

F-11

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
						For the Period from
				For the Three Months		March 25, 2008
				ended		(Inception) through
				June 30, 2009		June 30, 2008
				(Unaudited)		(Unaudited)
OPERATING EXPENSES:
	Professional fees		$	-	$	-
	General and administrative expenses			-		-
		Total operating expenses		-		-
LOSS BEFORE TAXES				-		-
INCOME TAXES				-		-
NET LOSS			$	-	$	-
NET LOSS PER COMMON SHARE -
	BASIC AND DILUTED:		$	-	$	-
	Weighted Common Shares Outstanding -
		basic and diluted		4,169,011		3,962,227
See accompanying notes to the financial statements.

F-12

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
						For the Period from		For the Period from
				For the Six Months		March 25, 2008		March 25, 2008
				ended		(Inception) through		(Inception) through
				June 30, 2009		June 30, 2008		June 30, 2009
				(Unaudited)		(Unaudited)		(Unaudited)
OPERATING EXPENSES:
	Professional fees		$	5,000	$	-	$	47,200
	General and administrative expenses			1,542		-		7,905
		Total operating expenses		6,542		-		55,105
LOSS BEFORE TAXES				(6,542)		-		(55,105)
INCOME TAXES				-		-		-
NET LOSS			$	(6,542)	$	-	$	(55,105)
NET LOSS PER COMMON SHARE -
	BASIC AND DILUTED:		$	(0.00)	$	-	$	(0.01)
	Weighted Common Shares Outstanding -
		basic and diluted		4,163,735		3,962,227		4,078,277
See accompanying notes to the financial statements.

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SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from March 25, 2008 (Inception) through June 30, 2009
	Common Stock, $0.0001 Par Value				Additional		Deficit accumulated During the		Total
	Number of Shares		Amount		Paid-in Capital		Development Stage		Stockholders' Equity (Deficit)
Balance, March 25, 2008 (Inception)	-	$	-	$	-	$	-	$	-
Issuance of common stock for cash at $0.0001 per share upon formation of the Company	3,960,000		396		-		-		396
Issuance of common stock for cash at $0.25 per share on May 7, 2008	4,000		1		999		-		1,000
Issuance of common stock for cash at $0.25 per share between July 15, 2008 and September 25, 2008	92,000		9		22,991		-		23,000
Issuance of common stock for cash at $0.25 per share between October 3, 2008 and December 15, 2008	80,000		8		19,992		-		20,000
Net loss	-		-		-		(48,563)		(48,563)
Balance, December 31, 2008	4,136,000	$	414	$	43,982	$	(48,563)	$	(4,167)
Issuance of common stock for cash at $0.25 per share between January 12, 2009 and January 27, 2009	28,000		3		6,997		-		7,000
Issuance of common stock for cash at $0.25 per share between May 29, 2009 and June 18, 2009	24,000		2		5,998		-		6,000
Net loss	-		-		-		(6,542)		(6,542)
Balance, June 30, 2009	4,188,000	$	419	$	56,977	$	(55,105)	$	2,291
See accompanying notes to the financial statements.

F-14

SILVERHILL MANAGEMENT SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
				For the Six Months Ended June 30, 2009		For the Period from March 25, 2008 (Inception) through June 30, 2008		For the Period from March 25, 2008 (Inception) through June 30, 2009
				(Unaudited)		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(6,542)	$	-	$	(55,105)
Adjustments to reconcile net loss to net cash used in
	operating activities
	Changes in operating assets and liabilities:
		Accrued expenses		(5,800)		-		3,800
NET CASH USED IN OPERATING ACTIVITIES				(12,342)		-		(51,305)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Sale of common stock			13,000		1,396		57,396
NET CASH PROVIDED BY FINANCING ACTIVITIES				13,000		1,396		57,396
NET INCREASE IN CASH				658		1,396		6,091
Cash at beginning of period				5,433		-		-
Cash at end of period			$	6,091	$	1,396	$	6,091
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Interest paid		$	-	$	-	$	-
	Taxes paid		$	-	$	-	$	-
See accompanying notes to the financial statements.

F-15

Silverhill Management Services, Inc.

(A Development Stage Company)

June 30, 2009 and 2008

Notes to the Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Silverhill Management Services, Inc. (a development stage company) (“Silverhill” or the “Company”) was incorporated on March 25, 2008 under the laws of the State of Delaware. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any revenues to date. The Company plans to offer business support services to proprietors, entrepreneurs, and small business owners.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2008 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, of which this Prospectus is a part.

Development stage company

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair value of financial instruments

F-16

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

As defined by SFAS No. 107, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2009 or 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended June 30, 2009 or for the period from March 25, 2008 (inception) through June 30, 2008.

Revenue recognition

Income taxes

Net loss per common share

Recently issued accounting pronouncements

F-17

of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $55,105 at June 30, 2009 and a net loss of $6,542 and cashed used in operations of $12,342 for the interim period ended June 30, 2009, with no revenues during the period.

F-18

NOTE 4 – STOCKHOLDERS’ DEFICIT

Common stock

The Company was incorporated on March 25, 2008 at which time 3,960,000 shares of common stock were issued to the Company’s founders at $0.0001 per share for $396.

On May 7, 2008, the Company sold 4,000 shares of its common stock in a private placement at $0.25 per share to one (1) individual for $1,000.

For the period from July 15, 2008 through September 25, 2008, the Company sold 92,000 shares of its common stock in a private placement at $0.25 per share to sixteen (16) individuals for $23,000.

For the period from October 3, 2008 through December 15, 2008, the Company sold 80,000 shares of its common stock in a private placement at $0.25 per share to fifteen (15) individuals for $20,000.

For the period from January 12, 2009 through January 27, 2009, the Company sold 28,000 shares of its common stock at $0.25 per share to seven (7) individuals for $7,000.

For the period from May 29, 2009 through June 18, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to five (5) individuals for $6,000.

NOTE 5 – SUBSEQUENT EVENTS

On July 2, 2009, the Company sold 24,000 shares of its common stock at $0.25 per share to three (3) individuals for $6,000.

F-19

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth costs and expenses payable by Energy West in connection with the sale of common shares being registered. All amounts except the SEC filing fee are estimates.

SEC registration fee	$	21.48
Accounting fees and expenses		10,000.00
Legal fees and expenses		15,000.00
Miscellaneous		478.52
Total	$	25,500.00

The foregoing are estimates only.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our certificate of incorporation, as amended, provides to the fullest extent permitted by Delaware law, that our directors or officers shall not be personally liable to us or our stockholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this provision of our certificate of incorporation, as amended, is to eliminate the right of us and our stockholders (through stockholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior, except under certain situations defined by statute. We believe that the indemnification provisions in our certificate of incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) 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 Securities and Exchange commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suite or proceeding) is asserted by such director officer or controlling person in connection with the securities being registered, we willfulness in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On March 25, 2008 we issued 3,900,000 shares of our common stock to Emily Lussier, our president. On March 25, 2008 we also we issued 40,000 shares of our common stock to Eric Richardson, Esq. All of such transactions with the Company’s founders were exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the “Act”). All of the shares issued in such transactions bear an appropriate restrictive legend.

These shares were issued in a private offering pursuant to Regulation D under the Act, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own account and for investment. A copy of such subscription agreement is filed as Exhibit 4.1 to the registration statement of which this prospectus is a part. The offering was, accordingly, exempt by reason of Section 4(6) of the Act.

II-1

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed with this Registration Statement on Form S-1.

Exhibit No.	Description
3.1	Certificate of Incorporation
3.2	Bylaws
4.1	Subscription Agreement
4.2	Specimen Stock Certificate (to be filed by amendment)
5.1	Legal Opinion of Cohen & Richardson, LLP
23.1	Consent of Li & Company, PC
23.2	Consent of Cohen & Richardson, LLP (included in Exhibit 5.1)

UNDERTAKINGS

We hereby undertake to:

1. File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act; and

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

2. For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on our behalf by the undersigned, in the City of Tyngsboro, State of Massachusetts, on 5th August, 2009

Silverhill Management Services, Inc.,

By: /s/ Emily Lussier

Name: Emily Lussier

Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Person	Capacity	Date
/s/ Emily Lussier, President	President and Chief Executive Officer and a Director (Principal Executive, Financial and Accounting Officer)	August 4, 2009

II-3

Filing Compare · Charging Robotics Inc.