Optimus Healthcare Services : Second Amended Annual OTC Disclosure Statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Optimus Healthcare Services, Inc.

1400 Old Country Road, Suite 306

Westbury, NY 11590

[phone]

www.optimushealthcare.com

[e-mail]

8733

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

• As of March 9, 2022, the number of shares outstanding of our Common Stock was: 38,974,598.

• As of December 31, 2021, the number of shares outstanding of our Common Stock was: 26,225,974.

• As of September 30, 2021, the number of shares outstanding of our Common Stock was: 25,925,974

• As of December 31, 2020, the number of shares outstanding of our Common Stock was: 8,038,115

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

• • Current - Optimus Healthcare Services, Inc.

• • Formerly=Between Dandelions, Inc. until 1-2021

• • Formerly=Appalachian Mountain Brewery, Inc. until 3-2019

• • Formerly=North Carolina Natural Energy, Inc. until 1-2014

• • Formerly=Remodel Auction Inc. until 1-2012

• • Formerly=AMSTAR Financial Services, Inc. until 8-2009

• • Formerly=America's Senior Financial Services, Inc. until 10-03

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The Company was initially incorporated February 26, 1990, in the State Florida, under the name Phoenix Management Associates, Inc. As of January 24, 2021, the Company changed its name from "Between Dandelions, Inc." to "Optimus Healthcare Services, Inc." and is in active good standing in the State of Florida.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

On March 25, 2021, Optimus Health, Inc., a wholly owned subsidiary of the Company, acquired 100% of the outstanding equity interests in Adherx Corporation (d/b/a PainScript) ("PainScript") in exchange for an aggregate of 2,000,000 shares of the Company's common stock, including shares issuable upon satisfaction of certain milestones.

On January 28, 2022, the Company entered into a stock purchase agreement with Worker's Health Rx, Inc. ("VaccinationsRx") and Marc Wiener, the sole shareholder, who is also our chief executive officer, pursuant to which we acquired 100% of the outstanding equity interests of VaccinationsRx in exchange for the issuance of 250,000 shares of our common stock and $350,000. The cash portion of the purchase price shall be paid by the Company no later than June 30, 2022. Until the such payment has been made, the unpaid balance of the purchase price shall accrue interest at the rate of LIBOR plus 1%.

The address(es) of the issuer's principal executive office: 1400 Old Country Road, Suite 306, Westbury, NY 11590

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)Security Information

Trading symbol:	OHCS
Exact title and class of securities outstanding:	Common Stock
CUSIP:	68405E107
Par or stated value:	$0.001
Total shares authorized:	130,000,000
Total shares outstanding:	38,974,598
Number of shares in the Public Float2:	837,891
Total number of shareholders of record:	443

All additional class(es) of publicly traded securities (if any):

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value:

Total shares authorized: Total shares outstanding:as of date: March 9, 2022

as of date: March 9, 2022

as of date: March 9, 2022

as of date: March 9, 2022

as of date: as of date:

Additional Class of Securities: Preferred B (Designation, Rights and Preferences: See Articles of Incorporation) Par or stated Value: Par Value .001

Total shares authorized: 50,000,000

Total shares outstanding: 8,105,724

as of: March 9, 2022 as of: March 9, 2022

The Series B Preferred Stock is convertible such that one share of common stock shall be issuable for each twenty (20) shares of Series B Preferred Stock then outstanding. Each share of Series B Preferred Stock shall have one vote for any election or other vote placed before the shareholders of the Company but voting shall not be by class of stock but by majority vote of all outstanding shares of stock, including common stock and Series A Preferred Stock.

Additional Class of Securities: Preferred A (Designation, Rights and Preferences: See Articles of Incorporation)

Par or stated Value: Par Value .001

Total shares authorized: 10,000,001

Total shares outstanding: 1,102

as of: March 9, 2022 as of: March 9, 2022

Each share of Series A Preferred Stock is convertible into 1.25 shares of common stock and votes on an as converted basis.

Transfer Agent

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

Name:	Action Stock Transfer Corp
Phone:	[phone]
Email:	[e-mail]
Address:	2469 E. Fort Union Blvd. - Suite 214
Salt Lake City, UT 84121

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

After the quarter ended December 31, 2021, the Company issued an aggregate of ________ shares of common stock upon the conversion of outstanding Series A preferred stock which is not reflected in the table below.

Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 12/31/2020 Common: 8,038,115 Preferred: 18,105,725	*Right-click the rows below and select "Insert" to add rows as needed.
Date of Transaction	Transaction type (e.g. new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)	Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).	Reason for share issuance (e.g. for cash or debt conversion) -OR-Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
February 8, 2021	Shares Returned to Treasury	(5,000,000)	Common Stock	Sean Spigelman	Cancelled

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

February 8, 2021	Shares Returned to Treasury	(9,998,889)	Series A Preferred Stock	Sean Spigelman	Cancelled
February 8, 2021	New Issuance	9,998,889	Series A Preferred Stock	$0.19	No	KORR Acquisitions Group, Inc. (Kenneth Orr)	Share Exchange	Restricted	Exemption: Section 4(a)(2) of the Securities Act
March 1, 2021	New Issuance	6,900,000	Common Stock	$0.19	No	KORR Acquisitions Group, Inc. (Kenneth Orr)	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	4,750,000	Common Stock	$0.19	No	KORR Value, LP (Kenneth Orr)	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	500,000	Common Stock	$0.19	No	Lauren Orr	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	500,000	Common Stock	$0.19	No	Cori Orr as Custodian for Benjamin Orr NY UTMA	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	500,000	Common Stock	$0.19	No	Jonathan Orr	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	500,000	Common Stock	$0.19	No	David Orr	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	300,000	Common Stock	$0.19	No	Fred Giovanelli	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	1,000,000	Common Stock	$0.19	No	Sky Direct LLC (Steve Apolant)	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	1,250,000	Common Stock	$0.19	No	Marc Wiener	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	300,000	Common Stock	$0.19	No	PGD Ventures LLC (Peter Deplas)	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	250,000	Common Stock	$0.19	No	James Hartmann	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	250,000	Common Stock	$0.19	No	Andrew Fox	Share Exchange	Restricted	Share Exchange
March 1, 2021	New Issuance	1,000,000	Common Stock	$0.19	No	Avenel Financial Group, Inc (Michael Pruitt)	Share Exchange	Restricted	Share Exchange
April 19, 2021	New Issuance	701,600	Common Stock	$2.08	No	Bruce Kehr	Share Exchange	Restricted	Share Exchange