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Business Description

We are a Wyoming corporation formed on August 28, 2018. As of January 1, 2019, we acquired all the assets of our predecessor, RX2Live, LLC, a Delaware limited liability company, as part of a reorganization. We have assumed all of RX2Live, LLC's obligations under its agreements with its franchisees and regional developers. RX2Live, LLC was created on September 19, 2016. We have no parent and no other predecessors. Our principal business and mailing address is 5255 W. 11000 N., Ste. 225, and Highland, UT 84003. Our telephone number is (877) 668-7477 and our facsimile number is (516) 371-0659. Our agent for service of process is disclosed in Exhibit A to this Disclosure Document. We currently have one affiliate, Healthy U RX Corporation (“Healthy URx”). The principal business address of Healthy URx is 5255 W. 11000 N. Ste. 225, Highland, UT 84003. Healthy URx unit franchises will operate medical clinics that offer certain health care related services and products to the general public under Healthy URx's trademarks. Healthy URx area representatives will solicit and support Healthy URx unit franchisees within geographically defined development areas. Healthy URx will begin offering both unit and area representative franchises in June 2019. As of December 31, 2018, Healthy URx had 0 unit franchises and 0 area representative franchises. Healthy URx will not offer franchises in any other line of business or offer products or services to our franchisees. We currently have no other affiliates.

Prior Experience

We currently offer and sell two types of businesses: 1) Regional Developer Businesses, referred to as a “Regional Developer” or “Regional Developers”; and 2) Unit Franchises. This Disclosure Document is for Regional Developer Businesses only, and does not contain information about the costs of opening or operating a Unit Franchise. Unit Franchises are offered under a separate Disclosure Document for Unit Franchises (“FDD for Unit Franchises”). We do not currently operate any Unit Franchises or Regional Developer Businesses. There is one affiliated business which operates licensing programs that has elements that are similar to the RX2Live® franchise programs – Level3 Health, LLC (“Level3”). Level3 offers weight loss and supplements, and recently began to offer services to healthcare professionals. Level3 has been operating and offering licenses since approximately September 2015. However, there are no royalty or advertising funds associated with the Level3 licensing programs, and Level3 licensees are not permitted to market under the Level3 trade mark. There are currently six (6) Master Market Partners (which is a similar position to a Regional Developer) that are part of the Level3 program. There are a total of ten (10) licensees of Level3 Unit Licenses (which are similar to Unit Franchises). Nine 2 (9) of these Unit Licenses are operated by Master Market Partners. We expect most of the Level3 Master Market Partners to become an RX2Live® Regional Developers. We also expect all of the Level3 Unit Licensees to convert to RX2Live® Franchisees. Neither Level3 Master Market Partners nor Level3 Unit Licensees will not be permitted to operate as RX2Live® Regional Developer Businesses or Franchisees unless they execute a Regional Developer Agreement and/or Unit Franchise Agreement, as applicable. There are no other franchise or licensing programs that offer products and services similar to the RX2Live® franchise programs. Level3 Master Market Partners and Licensees will not compete with RX2Live® in any way, and will not operate in territories that are owned or operated by RX2Live® Regional Developers or Franchisees.

Business Offered

We offer qualified applicants the opportunity to sign a regional developer agreement (referred to as a “Regional Developer Agreement” or “RDA”), a copy of which is attached as Exhibit B to this Disclosure Document, the right to solicit potential purchasers for our Unit Franchises in a defined geographic development area (“Development Area”). As Regional Developer, under the RDA you will (i) solicit, recruit, screen and interview prospective Franchisees for us (“Sales Services”) and (ii) provide operational, training and field support to each Franchisee in your Development Area both before and after they open their Unit Franchise (“Support Services”). You will share in a portion of some of the initial franchise and other fees paid to us by the Franchisees in your Development Area in exchange for performing your duties under the RDA. You will also receive special pricing on products and services you offer in connection with Unit Franchises that you own and operate, as well as overrides on sales made by Unit Franchises within your Development Area (“Special Pricing and Overrides”). The Special Pricing and Overrides as of the Issuance Date of this FDD are set forth in Exhibit 7 to the RDA, but are subject to change from time to time. The most up-to-date Special Pricing and Overrides will be included in our Manual for Rds. You may request a copy of the most up-to-date Special Pricing and Overrides from us before signing the RDA. Your right to promote Unit Franchises in your Development Area is non-exclusive. Therefore, we may recruit prospective Franchisees and sell Unit Franchises in your Development Area, however, you will still earn a portion of the initial franchise fee for franchises that we sell in your Development Area as long as you comply with the requirements of your RDA. We will turn over to you all of the sales leads that we receive from prospects looking to acquire a Unit Franchise in your Development Area so that you can pre-qualify the candidate. Your RDA will set forth the minimum number of Unit Franchises you must sell (“Minimum Development Obligation”) within a certain of period of time (“Development Schedule”). Your Development Area, Minimum Development Obligation and Development Schedule will be established before you sign your RDA. While we rely on you to solicit, screen and interview Franchisee candidates and to present us with those applicants whom you pre-qualify using our criteria, we make the final decision on whether we will sell a franchise to the candidates you present. If we approve the candidate, we and the candidate will sign a Franchise Agreement. You will not be a party to the Franchise Agreements. However, you will provide a variety of Site Services and Support Services to the Franchisees in your Development Area. We will prepare and pay the costs associated with the franchise disclosure documents (“FDD”) used in soliciting franchisees within your Development Area, however, you will assist us in getting any information we need to prepare and update the FDD. If you are a business entity, the RDA requires you to designate the individuals who will be responsible for your Regional Developer Business. The Owner(s) of the Regional Developer Business, or others you designate to operate the Regional Developer Business, must meet our qualifications and must be approved by us. Your current and future Owners and their spouses must sign an Owner's Guaranty and Assumption of Obligations (“Guaranty”) (see Exhibit 4 to the RDA) guaranteeing your performance and binding themselves individually to certain provisions of the RDA, including the covenants against competition and disclosure of confidential information, restrictions on transfer and dispute resolution procedures. 3 We may periodically make changes to the systems and standards for your Regional Developer Business. All Regional Developers must be developed and operated in accordance with our specifications, standards, policies and procedures, which will be communicated to you via our confidential Manual for Regional Developer Businesses (“Manual for RDs”) or other written communications and directions from us. A copy of the table of contents of our Manual for RDs is attached as Exhibit C to this Disclosure Document.

Initial Fees

You must pay us an initial Regional Developer development fee (“the Development Fee”) upon signing your RDA. The fee will vary depending on a number of factors, including the size of the Development Area and the potential number of Unit Franchises that the Development Area may contain, but we expect these fees to range from $168,500 to $367,750. The Development Fee must be paid by wire transfer, cash or certified funds when you sign the RDA. The Development Fee is uniform for all Regional Developer Businesses we offer through this Disclosure Document. However, we reserve the right to modify the Development Fee in the future to reflect the changing costs of doing business and changes in the value of a Regional Developer Business. We may also discount the Development Fee: (i) if a Regional Developer purchases multiple Development Areas, depending on the number of Development Areas purchased and their geographic locations; (ii) if we are unable to locate a Regional Developer in a particular region we consider desirable; or (iii) based on other subjective factors we deem important to the System. We incur significant administrative and other expenses in appointing you as a Regional Developer, including training costs, attorneys' fees for preparing your RDA, and expenses related to our lost or deferred opportunities to enfranchise others. As a result, the Development Fee is not refundable under any circumstances.

Financing

We do not offer any financing for your initial investment. We are unable to estimate whether you will be able to obtain financing for any of your investment and, if you are able to obtain financing, we cannot predict the terms of the financing. We do not receive payment from any person for obtaining or placing financing. We do not guarantee your obligations to third parties.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the Disclosure Document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example by providing information about possible performance at a particular location or under particular circumstances. We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to our management by contacting Brian Hazelgren, Chief Executive Officer, RX2Live, Inc. 5255 W. 11000 N., Ste. 225, Highland, UT 84003, telephone (877) 668-7477, the Federal Trade Commission, and any appropriate state regulatory agencies.