CHEV / Charging Robotics Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 CHARGING ROBOTICS INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2025 CHARGING ROBOTICS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2025 CHARGING ROBOTICS INC.

Securities Exchange Agreement, by and between Charging Robotics Inc., Revoltz Ltd. and the shareholders of Revoltz Ltd., dated June 24, 2025

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of June 24, 2025 by and among: Charging Robotics Inc. (NY OTC CHEV)., a US company, with an office address of 20 Raul Wallenberg Tel Aviv, Israel (“CHEV”); and Revoltz Ltd., Israeli C.N. 516356870, an Israeli Company, with an office address of 44A Hashibolet St., Givat Ada, Israel (“R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2025 CHARGING ROBOTICS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2025 CHARGING ROBOTICS INC.

Form of Facility Warrant

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Facility Agreement, dated June 8, 2025

Exhibit 10.1 FACILITY AGREEMENT THIS FACILITY AGREEMENT is made as of June 8, 2025 (the “Agreement Date”) between , company no. , a company organized under the laws of Israel (the “Lender”), and Charging Robotics Inc., company no. 4523760, a Delaware corporation (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually “Party”). WHEREAS, the Borrower

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 CHARGING ROBOTICS INC. (Exa

Insider Trading Policy

Exhibit 19.1 Charging Robotics Inc. Insider Trading Policy I. Introduction This policy determines acceptable transactions in the securities of Charging Robotics Inc. (the “Company”) by our employees, officers, directors and certain consultants. During the course of your employment, directorship or consultancy with the Company, you may receive important information that is not yet publicly availabl

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 STOCK General Charging Robotics Inc. (the “Company” or “we”) is 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. The following desc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56253 CHARGING ROBOTICS INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2025 CHARGING ROBOTICS INC.

Letter from Elkana Amitai CPA, addressed to the Securities and Exchange Commission, dated March 12, 2025

Exhibit 16.1 March 12, 2025 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Charging Robotics, Inc. under Item 4.01 of its Current Report on Form 8-K dated on or about March 12, 2025. We agree with the statements concerning our firm contained therein. We have no basis to agree or dis

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, par value $0.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2024 CHARGING ROBOTICS INC.

Amended and Restated Certificate of Incorporation of the Corporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARGING ROBOTICS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHARGING ROBOTICS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Charging Robotics Inc., a corporation organized and ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 CHARGING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Information Statement CHARGING ROBOTICS INC. (Name of Registrant as Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Information Statement CHARGING ROBOTICS INC. (Name of Registrant as Sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 CHARGING ROBOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 CHARGING ROBOTICS INC. (Exa

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2024 CHARGING ROBOTICS INC.

Certificate of Amendment to Certificate of Incorporation of the Company

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUEL DOCTOR HOLDINGS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Fuel Doctor Holdings, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law of the State of Delaware”),

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 STOCK General Fuel Doctor Holdings, Inc. (the “Company” or “we”) is authorized to issue up to 3,000,000,000 shares of capital stock, including 2,990,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56253 FUEL DOCTOR HOLDINGS, INC. (E

List of Subsidiaries

Exhibit 21.1 Fuel Doctor Holdings, Inc. List of Subsidiaries Name Jurisdiction Charging Robotics, Ltd. Israel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOCT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOCTOR HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

Fuel Doctor Holdings, 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Information Statement FUEL DOCTOR HOLDINGS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Information Statement FUEL DOCTOR HOLDINGS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2023 FUEL DOCTOR HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2023 FUEL DOCTOR HOLDINGS, INC.

Letter from Liebman Goldberg & Hymowitz, LLP, an independent registered public accounting firm, dated July 3, 2023.

Exhibit 16.1 July 3, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statement made by Fuel Doctor Holdings, Inc. under Item 4.01 of its Current Report on Form 8-K to be filed with the Securities and Exchange Commission on July 3, 2023. We agree with the statements concerning our firm contained therein. We have no basis to agree or di

CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170

CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170 May 18, 2022 United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 RE: Fuel Doctor Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A For the fiscal year ended December 31, 2022 (Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A For the fiscal year ended December 31, 2022 (Amendment No. 1) 12-31 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 Fuel D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOCTOR H

Charging Robotics, Ltd. Financial Statements

Exhibit 99.1 Charging Robotics, Ltd. Financial Statements Please refer to the accompanying Exhibit 99.1. It is saved in PDF format.

EX-99.1

g CHARGING ROBOTICS LTD FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 IN THOUSANDS OF U.

Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 7, 2023 FUEL DOCTOR HOLDINGS, INC. (Name of Registrant as specified in its

Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 7, 2023 FUEL DOCTOR HOLDINGS, INC. (Name of Registrant as specified in its charter) Delaware 333-161052 20-2274999 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.)

Change in Shell Company Status, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 23, 2023 FUEL DOCTOR HOLDINGS, INC. (Name of Registrant as specified in its charter) Delaware 333-161052 20-2274999 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.)

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)

SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 28, 2023 (the “Effective Date”), by and between Medigus Ltd.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2022

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2022 12-31 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 Fuel Doctor Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 [ ] .TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR [ ] .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 [ ] .TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR [ ] .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOCTO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 [ ] .TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR [ ] .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOCT

List of Subsidiaries

EX-21.1 2 exhibit21-1.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of Subsidiaries None

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2021

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2021 12-31 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 Fuel Doctor Holdings, Inc.

INFORMATION STATEMENT Pursuant to Section 14(c) of the Securities Exchange Act of 1934

PRE 14C 1 fdoc-pre14c.htm PRE 14C INFORMATION STATEMENT Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement - FUEL DOCTOR HOLDINGS, INC. (Name of Registrant As Specified In Charter) - Payment of Filing

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, par value $0.

Stock Purchase Agreement

Exhibit 2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 30th day of December 2021, by and among Fuel Doctor Holdings, Inc.

FDOC / Fuel Doctor Holdings, Inc. / Medigus Ltd. - SCHEDULE 13D Activist Investment

SC 13D 1 ea157149-13dmedigusfueldoc.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Fuel Doctor Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share 35953U 106 (Title of class of securities) (CUSIP number) Tali Dinar 3 HaNechoshet Street, building B Tel Aviv, Israel,

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

NT 10-K 1 fdoc2021dec31-nt10k.htm NT 10K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Commission File Number: NOTIFICATION OF LATE FILING (Check One): | X | Form 10-K || Form 11-K || Form 20-F | | Form 10-Q || Form N-SAR For Period Ended: December 31, 2021 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transitio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 26, 2022 FUEL DOCTOR HOLDINGS, INC. (Name of Registrant as specified in its charter) Delaware 333-161052 20-2274999 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 7, 2022 FUEL DOCTOR HOLDINGS, INC. (Name of Registrant as specified in its charter) Delaware 333-161052 20-2274999 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 [ ] .TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR [ ] .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 [ ] .TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR [ ] .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56253 FUEL DOC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 .TRANSITION REPORT P

10-Q 1 fdoc20210331-10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

May 10, 2021

J. Stephen mills Attorney at Law PO Box 281077 Nashville, TN 37228 315 Deadrick Street Nashville, TN 37203 615-476-1151 [email protected] May 10, 2021 Securities and Exchange Commission Division of Corporate Finance Office of Trade and Services Washington, DC 20549 Dear Sir or Madam: We are submitting this letter on behalf of Fuel Doctor Holdings, Inc. (“FDOC” or “the Company”) in response t

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section12(b) or (g)of the Securities Exchange Act of 1934 Fuel Doctor Holdings, Inc. (Exact name of Registrant as spec

10-12G/A 1 fdoc-202105101012g.htm 10-12G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to Form10-12g GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section12(b) or (g)of the Securities Exchange Act of 1934 Fuel Doctor Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-2274999 (State or other jurisdiction of incorporation or organ

Bylaws of Fuel Doctor Holdings, Inc (formerly Silverhill Management Services, Inc.)

EXHIBIT 3.2.1 BY-LAWS OF SILVERHILL MANAGEMENT SERVICES, INC. ARTICLE 1 OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, State of Delaware 19808, County of New Castle and said corporation shall be the registered agent of this corporation in charge there

Certificate of Incorporation

Exhibit 3.1.1 CERTIFICATE OF INCORPORATION OF SILVERHILL MANAGEMENT SERVICES, INC. The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and s

EX-3.2

1 EX-3.2 2 fl0ki23lllex3z2.htm EXHIBIT 3.2 CERTCFICATE OF A1 \1ENDMENT TO THE CERTCFICATE OF INCORPORATION E xhibit 3.2 tJJe[aware PAGE l 'Ifz.e :First State I , JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SILVERHILL MANAGEMENT SERVICES , INC . ", CHANGING ITS NAME FROM "SILVERHILL M

EX-3.1.3

1 RESTATED CERTIFICATE OF INCORPORATION OF FUEL DOCTOR HOLDINGS, INC. (Originally Silverhill Management Services, Inc.) The undersigned, for the purpose of restating the Certificate of Incorporation of Fuel Doctor Holdings, Inc. (originally Silverhill Management Services, Inc.), which was originally incorporated on March 25, 2008, for conducting the business and promoting the purposes hereinafter

Amendment of Articles-Changing Name

EX-3.2 10 exhibit3-2.htm AMENDMENT OF ARTICLES-CHANGING NAME Exhibit 3.2 Fuel Doctor Holdings, Inc. Amendment of Articles-Changing Name Please refer to the accompanying Exhibit 3.2. It is saved in PDF format.

Restated Certificate of Incorporation*

Exhibit 3.1.3 Fuel Doctor Holdings, Inc. Restated Certificate of Incorporation Please refer to the accompanying Exhibit 3.1.3. It is saved in PDF format.

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

EX-3.2 4 fdocex31z2.htm AMENDMENT OF ARTICLES-CHANGING NAME 1 2

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form10-12g GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section12(b) or (g)of the Securities Exchange Act of 1934 Fuel Doctor Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-2274999 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 410 Louisian

Certificate of Incorporation of the Company (included as Exhibit 3.1.1 to our Form 10-12G filed with the Securities and Exchange Commission on March 8, 2021, and incorporated herein by reference)

Exhibit 3.1.1 CERTIFICATE OF INCORPORATION OF SILVERHILL MANAGEMENT SERVICES, INC. The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and s

Restated Certificate of Incorporation of the Company (included as Exhibit 3.1.3 to our Form 10-12G filed with the Securities and Exchange Commission on March 8, 2021, and incorporated herein by reference)

1 2 3 4 5 6

- FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-161052 FUEL DOCTOR HOLDINGS, INC. Delaware 333-161052 20-2274999 (State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events - CURRENT REPORT ON FORM 8-K

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2013 FUEL DOCTOR HOLDINGS, INC. Delaware 333-161052 20-2274999 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employee Identific

Other Events - CURRENT REPORT ON FORM 8-K

Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

From: Mike McIntyre

EX-99.1 2 f8k120312ex99z1.htm EXHIBIT 99.1 LETTER OF RESIGNATION Exhibit 99.1 From: Mike McIntyre To: Mark Soffa Sent: Wed 11/28/2012 2:01 PM PST Subject: Notice of Resignation Dear Mark Please accept this letter as my Notice of Resignation as a Director and Officer of Fuel Doctor Holdings, Inc. effective immediately. I have decided that there seems to be nothing else left for me to bring to the C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 28, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction of Incorporation) (Commissio

EX-4.1

Exhibit 4.1 Revoloving Credit Short Term Note

Quarterly Report - SEPTEMBER 30, 2012 10-Q

September 30, 2012 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K CURRENT REPORT

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

AGREEMENT AMENDING USA-CANADA AGENCY CONTRACT

EX-10.1 2 f8k111612ex10z1.htm EXHIBIT 10.1 AMENDED USA-CANADA AGENCY CONTRACT CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. AGREEMENT AMENDING USA-CANADA AGENCY CONTRACT This agreement ("Agreement") is entered into on this 26th day of October, 2012 (“the E

AGREEMENT AMENDING INTERNATIONAL AGENCY CONTRACT

Exhibit 10.2 Amended International Agency Contract AGREEMENT AMENDING INTERNATIONAL AGENCY CONTRACT This agreement ("Agreement") is entered into on this 26th day of October, 2012 (“the Effective Date”), by and between A to Z innovations, a Company incorporated under the law of Hong Kong, having its principal executive office at 12th floor, Ruttonjee House, 11 Doddell st. Central Hong Kong (the “Co

- SEPTEMBER 30, 2012 10-Q EXTENSION

SEC File Number: 333-161052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - FORM 10-Q QUARTERLY REPORT JUNE 30 2012

FORM 10-Q Quarterly Report June 30 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 20, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or other jurisdiction (Commission (IRS E

- JUNE 30, 2012 NT 10-Q FORM 12B-25

NT 10-Q 1 nt10q063012nt10q.htm JUNE 30, 2012 NT 10-Q FORM 12B-25 SEC File Number: 333-161052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q . Form N-SAR .Form N-CSR For Period Ended: June 30, 2012 .Transition Report on Form 10-K .Transition Report on Form 20-F .Transition Rep

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 6, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Quarterly Report - FORM 10-Q QUARTERLY REPORT MARCH 31 2012

FORM 10-Q Quarterly Report March 31 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k0605128k.htm FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 4, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other J

Agency Agreement

Exhibit 10.1 Agency Agreement CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Agency Agreement This agreement ("Agreement") is entered into on this 4th day of May , 2012 (“the Effective Date”), between Fuel Doctor Holdings, Inc., located at 23961 Craftsman R

EX-4.1

EX-4.1 3 f10k123111ex4z1.htm EXHIBIT 4.1 FORM OF SECURED NOTE Exhibit 4.1

Annual Report - FORM 10-K ANNUAL REPORT DECEMBER 31 2011

10-K 1 f10k12311110k.htm FORM 10-K ANNUAL REPORT DECEMBER 31 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X . ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Exhibit 21.1 List of Subsidiaries Fuel Doctor, LLC, a California limited liability company – 100% owned Fuel Doctor Fuel Stations, LLC, a California limited liability company – 60% owned

EX-3.2

Exhibit 3.2 Certificate of Amendment to the Company’s Certificate of Incorporation Exhibit 3.2 Exhibit 3.2

- FORM 12B-25 NOTIFICATION OF LATE FILING

SEC File Number: 333-161052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Exhibit 10.2

EX-10.2 2 f8ka041112ex10z2.htm EXHIBIT 10.2 AMENDMENT TO THE AGENCY AGREEMENT Exhibit 10.2 11. Term and Termination 11.1. Term. The term of this Agreement shall commence as of the Effective Date, and shall continue for six (6) months unless terminated earlier (“Term”). The Agent shall have the option to extend the term for an additional four (4) years, six (6) months provided that the Agent is not

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K/A CURRENT REPORT

FORM 8-K/A Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- FORM 12B-25 NOTIFICATION OF LATE FILING

NT 10-K 1 f10k123111nt10k.htm FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 333-161052 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): X . Form 10-K . Form 20-F . Form 11-K . Form 10-Q . Form N-SAR . Form N-CSR For Period Ended: December 31, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F

Agency Agreement

Exhibit 10.1 Agency Agreement CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Exhibit 10.1 Agency Agreement This agreement ("Agreement") is entered into on this 10th day of March, 2012 (“the Effective Date”), between Fuel Doctor Holdings, Inc., located at 23

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8 K CURRENT REPORT

FORM 8 K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets - FORM 8-K/A CURRENT REPORT

FORM 8-K/A Current Report SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 4) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 24, 2011 FUEL DOCTOR HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdi

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SEC Response Letter Fuel Doctor Holdings, Inc. 23961 Craftsman Road #LM Calabasas, CA 91302 March 13, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya Aldave – Staff Attorney Re: Fuel Doctor Holdings, Inc. Current Report on Form 8-K/A Filed February 29, 2012 File No. 333-161052 Ladies and Gentlemen: The following responses address the comments of the re

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 19, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction (Commission (IRS Employer of

Agency Agreement

EX-10.1 2 agencyagreementex10z1.htm EXHIBIT 10.1 AGENCY AGREEMENT CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Agency Agreement This agreement ("Agreement") is entered into on this 01 day of February, 2012 (“the Effective Date”), between Fuel Doctor Holdi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 1, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction (Commission (IRS Employer of Inc

March 5, 2012

Exhibit 16.1 Auditor Letter Exhibit 16.1 March 5, 2012 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Fuel Doctor Holdings, Inc. Commission File Number: 333-161052 Commissioners: We have read Item 4.01 of Form 8-K dated March 5, 2012, of Fuel Doctor Holdings, Inc. (the “Company”) and are in agreement with the statements contained therein insofar as they rel

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 24, 2011 FUEL DOCTOR HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdiction (Commission File num

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SEC Response Fuel Doctor Holdings, Inc. 23961 Craftsman Road #LM Calabasas, CA 91302 February 28, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya Aldave – Staff Attorney Re: Silverhill Management Services, Inc. Current Report on Form 8-K/A Filed January 19, 2012 File No. 333-1610582 Ladies and Gentlemen: The following responses address the comments of

Other Events - FORM 8 K CURRENT REPORT

FORM 8 K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Quarterly Report - SEPTEMBER 30, 2011 10Q/A

September 30, 2011 10Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of Fuel Doctor Holdings, Inc.

Exhibit 21.1 Subsidiaries Exhibit 21.1 Subsidiaries of Fuel Doctor Holdings, Inc. Fuel Doctor, LLC, a California limited liability company – 100% ownership Fuel Doctor Fuel Stations, LLC, a California limited liability company – 100% ownership

Exhibit 10.12

Exhibit 10.12 Test Results Exhibit 10.12 2 3

Exhibit 10.13

Exhibit 10.13 Test Results Exhibit 10.13 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

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Fuel Doctor Holdings, Inc. 23961 Craftsman Road #LM Calabasas, CA 91302 January 18, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya Aldave – Staff Attorney Re: Silverhill Management Services, Inc. Current Report on Form 8-K/A Filed November 14, 2011 File No. 333-1610582 Ladies and Gentlemen: The following responses address the comments of the reviewing

Exhibit 10.9

Exhibit 10.9 Test Results Exhibit 10.9 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

Exhibit 10.8

Exhibit 10.8 Raboy Sales Corp. Principal and Representative Agreement Exhibit 10.8 2 3 4

Exhibit 10.7

EX-10.07 4 f8ka2011812ex10z07.htm EXHIBIT 10.7 LETTER AGREEMENT Exhibit 10.7 2

Exhibit 10.5

Exhibit 10.5 Primary Sponsorship Agreement Exhibit 10.5 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

Exhibit 10.10

Exhibit 10.10 Test Results Exhibit 10.10 2 3 4 5 6 7

Exhibit 10.11

Exhibit 10.11 Test Results Exhibit 10.11 2

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets - FORM 8-K/A CURRENT REPORT

FORM 8-K/A Current Report SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 24, 2011 FUEL DOCTOR HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdi

Exhibit 10.6

EX-10.06 3 f8ka2011812ex10z06.htm EXHIBIT 10.6 2011 SPONSORSHIP AGREEMENT Exhibit 10.6 2

Agency Agreement

EX-10.1 2 agencyagreementex10z1.htm EXHIBIT 10.1 AGENCY AGREEMENT CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Exhibit 10.1 Agency Agreement This agreement ("Agreement") is entered into on this 01 day of January, 2012 (the “Effective Date”), between Fuel

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 currentreport8k.htm FORM 8-K CURRENT REPORT JANUARY 1, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 1, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2

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SEC Correspondence Fuel Doctor Holdings, Inc. 23961 Craftsman Road #LM Calabasas, CA 91302 January 11, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya Aldave – Staff Attorney Re: Silverhill Management Services, Inc. Current Report on Form 8-K/A Filed November 14, 2011 File No. 333-1610582 Ladies and Gentlemen: Fuel Doctor Holdings, Inc. (f/k/a Silverhi

Agency Agreement

EX-10.1 2 f8k010512ex10z1.htm EXHIBIT 10.1 AGENCY AGREEMENT CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Exhibit 10.1 Agency Agreement This agreement ("Agreement") is entered into on this 1st day of January 2012 (“the Effective Date”), Fuel Doctor Holding

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 1, 2012 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction (Commission (IRS Employer of I

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CORRESP 1 filename1.htm Fuel Doctor Holdings, Inc. 23961 Craftsman Road #LM Calabasas, CA 91302 December 23, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya Aldave – Staff Attorney Re: Silverhill Management Services, Inc. Current Report on Form 8-K/A Filed November 14, 2011 File No. 333-161052 Ladies and Gentlemen: Fuel Doctor Holdings, Inc. (f/k/a Sil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 20, 2011 Fuel Doctor Hold

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 20, 2011 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdiction (Commission (IRS Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 currentreport8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 8, 2011 Fuel Doctor Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-161052 26-2274999 (State or Other Jurisdi

Current Report

8-K 1 f8k1206118k.htm FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 30, 2011 FUEL DOCTOR HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-161052 FUEL D

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SEC Response Letter FRANK J. HARITON $ ATTORNEY - AT - LAW 1065 Dobbs Ferry Road $ White Plains $ New York 10607 $ (Tel) (914) 674-4373 $ (Fax) (914) 693-2963 $ (e-mail) [email protected] November 11, 2011 Justin Dobbie, Legal Branch Chief Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Silverhill Management Services, Inc. Current Report on Form 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 24, 2011 FUEL DOCTOR HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdiction (Commission File num

Fuel Doctor, LLC. June 30, 2011 and 2010 Index to Consolidated Financial Statements

Fuel Doctor, LLC. June 30, 2011 and 2010 Index to Consolidated Financial Statements Contents Page(s) Consolidated Balance Sheets at June 30, 2011 (Unaudited) and December 31, 2010 F-2 Consolidated Statements of Operations for the Six Months Ended June 30, 2011 and 2010 (Unaudited) F-3 Consolidated Statement of Members’ Equity for the Six Months Ended June 30, 2011 and 2010 (Unaudited) F-4 Consolid

2

EX-10.3 3 f8ka111111ex10z3.htm EXHIBIT 10.3 SALES AGREEMENT Exhibit 10.3 2 3 4 5 6 7 8 9 10 11 12 13 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-161052 CUSIP NUMBER 35953U 106 (Check one): . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For Period Ended: September 30, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K

EX-10.4

Exhibit 10.4

2

Exhibit 10.2 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23

FUEL DOCTOR HOLDINGS, INC. (FORMERLY SILVERHILL MANAGEMENT SERVICES, INC.) FUEL DOCTOR, LLC INDEX TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Contents Page(s) Pro Forma Combined Financial Statements 2 Pro Forma Combined Balance Sheet at

FUEL DOCTOR HOLDINGS, INC. (FORMERLY SILVERHILL MANAGEMENT SERVICES, INC.) AND FUEL DOCTOR, LLC INDEX TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) Contents Page(s) Pro Forma Combined Financial Statements 2 Pro Forma Combined Balance Sheet at June 30, 2011 3 Pro Forma Combined Statement of Operations for the Six Months Ended June 30, 2011 4 Pro Forma Combined Statement of Op

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 24, 2011 SILVERHILL MANAGEMENT SERVICES, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdiction (Commission File number) (IRS

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.1 Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as of August 24, 2011, by and among, Silverhill Management Services, Inc., a Delaware corporation (hereinafter referred to as the (“Company”), Emily Lussier (the “Control Stockholder”) Fuel Doctor, LLC, a California limited liability Company (“FDLLC”), Ma

Fuel Doctor, LLC. December 31, 2010 and 2009 Index to Consolidated Financial Statements

Exhibit 99.1 Fuel Doctor, LLC. December 31, 2010 and 2009 Index to Consolidated Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets at December 31, 2010 and 2009 F-3 Consolidated Statements of Operations for the Year Ended December 31, 2010 and for the Period from May 5, 2009 (inception) through December 31, 2009 F-4 Consoli

SILVERHILL MANAGEMENT SERVICES, INC. FUEL DOCTOR, LLC INDEX TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 Exhibit 99.2 SILVERHILL MANAGEMENT SERVICES, INC. AND FUEL DOCTOR, LLC INDEX TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) Contents Page(s) Pro Forma Combined Financial Statements 2 Pro Forma Combined Balance Sheet at March 31, 2011 3 Pro Forma Combined Statement of Operations for the Three Months Ended March 31, 2011 4 Pro Forma Combined Statement of Operations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-161052 SILVERHILL

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) June 30, 2011 SILVERHILL MANAGEMENT SERVICES, INC. (Exact name of Registrant as specified in its charter) Delaware 333-161052 26-2274999 (State or other jurisdiction of incorporation or organization

To the Board of Directors

EX-10.1 2 ex101.htm EXHIBIT 10.1 EXHIBIT 10.1 To the Board of Directors SILVERHILL MANAGEMENT SERVICES, INC. I hereby resign as an officer of Silverhill Management Services, Inc., a Delaware corporation, effective today. This resignation is not the result of a disagreement with management regarding the operations, policies or practices of the Company, but to allow me to pursue other interests. Ver

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-161052 SILVERHILL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File No. 333-161052 SILVERHI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File No. 333-161052 SILVERHILL MANAGEMENT SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 26-2274999 (State or other jurisdiction of (I.R.S. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 . TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-161052 SIL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 . TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-161052 SILVERHI

Silverhill Management Services, Inc. 21 Merrimac Way, Unit B, Tyngsboro, Massachusetts 01879 August 3, 2010

Silverhill Management Services, Inc. 21 Merrimac Way, Unit B, Tyngsboro, Massachusetts 01879 August 3, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction o

S-1/A As Filed with the Securities and Exchange Commission July 28 , 2010 Registration No.

July 28, 2010

July 28, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated July 12, 2010 and is bei

June 28, 2010

June 28, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated June 10, 2010 and is bei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

S-1/A As Filed with the Securities and Exchange Commission June 28, 2010 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

As Filed with the Securities and Exchange Commission May 26, 2010 Registration No.

May 26, 2010

May 26, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated May 12, 2010 and is being

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

S-1/A7 As Filed with the Securities and Exchange Commission April 30, 2010 Registration No.

April 30, 2010

April 30, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated April 15, 2010 and is b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

S-1 As Filed with the Securities and Exchange Commission April 1, 2010 Registration No.

April 1, 2010

April 1, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the ?Company? or the ?Registrant?) Registration Statement on Form S-1 (the ?Registration Statement?) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated March 19, 2010 and is be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

As Filed with the Securities and Exchange Commission March 16, 2010 Registration No.

March 16, 2010

March 16, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated February 18, 2010 and i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

S-1/A4 As Filed with the Securities and Exchange Commission February 17, 2010, Registration No.

LOCK-UP AGREEMENT

Exhibit 3.01 Exhibit 3.01 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (the "Agreement") is entered into as of January 3, 2010, by Robert Steele (the "Executive"), the Chief Financial Officer of Silverhill Management Services, Inc., a Delaware (the “Company”), and the Company. WHEREAS, the undersigned has received 20,000 shares of common stock of the Company in exchange for various services that she h

AMENDED AND RESTATED LOCK-UP AGREEMENT

Exhibit 3.0 Exhibit 3.0 AMENDED AND RESTATED LOCK-UP AGREEMENT This AMENDED AND RESTARTED LOCK-UP AGREEMENT (the "Agreement") is entered into as of January 3, 2010, by Emily Lussier (the "Executive"), the Chief Executive Officer of Silverhill Management Services, Inc., a Delaware (the “Company”), and the Company. WHEREAS, the undersigned has received 3,900,000 shares of common stock of the Company

February 17, 2010

February 17, 2010 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated January 28, 2010 and

2

Exhibit 4.2 2

January 12, 2009

January 12, 2009 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated November 3, 2009 and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

As Filed with the Securities and Exchange Commission January 12, 2010 Registration No.

October 23, 2009

October 23, 2009 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company” or the “Registrant”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated October 8, 2009 and i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

S-1/A2 As Filed with the Securities and Exchange Commission October 23, 2009 Registration No.

LOCK-UP AGREEMENT

Exhibit 3.0 Exhibit 3.0 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (the "Agreement") is entered into as of March 30, 2008, by Emily Lussier (the "Executive"), the Chief Executive Officer of Silverhill Management Services, Inc., a Delaware (the “Company”), and the Company. WHEREAS, the undersigned has received 3,900,000 shares of common stock of the Company in exchange for various services that she h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of

As Filed with the Securities and Exchange Commission September 30, 2009 Registration No.

September 30, 2009

September 30, 2009 Mr. Russell Mancuso, Esq. U.S. Securities and Exchange Commission Mail Stop 3030 Washington, D.C. 20548 Re: Silverhill Management Services, Inc. (the “Company”) Registration Statement on Form S-1 (the “Registration Statement”) Filed August 5, 2009 File No. 333-161052 Dear Mr. Mancuso: This letter is written in response to your letter dated September 1, 2009 and is being sent to

Bylaws, as currently*

EXHIBIT 3.2 BY-LAWS OF SILVERHILL MANAGEMENT SERVICES, INC. ARTICLE 1 OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, State of Delaware 19808, County of New Castle and said corporation shall be the registered agent of this corporation in charge thereof

SUBSCRIPTION AGREEMENT

EXHIBIT 4.1 EXHIBIT 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT made as of this day of 2008 between SILVERHILL MANAGEMENT SERVICES, INC.., a corporation organized under the laws of the State of Delaware with offices c/o Emily Lussier, 21 Merrimac Way, Unit B, Tyngsboro, Massachusetts 01879 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscri

Articles of Incorporation*

Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SILVERHILL MANAGEMENT SERVICES, INC. The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILVERHILL MANAGEMENT SERVICES, INC. Delaware SIC 8471 26-2274999 (State or Other Jurisdiction of Organization) (

S-1 As Filed with the Securities and Exchange Commission August 5, 2009 Registration No.