An offering statement pursuant to regulation a relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of such state. The company may elect to satisfy its obligation to deliver a final offering circular by sending you a notice within two business days after the completion of the company’s sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

*The company has engaged Sageworks Capital, LLC, member FINRA/SIPC (“Sageworks” or “Broker-Dealer”), to assist in the placement of its securities. This does not include the one-time set-up fee or other fees payable by the company to Sageworks. See “Plan of Distribution” for details.

We expect that the total expenses of the offering will be approximately $3,183,500, not including commissions or state filing fees. See the “Use of Proceeds” and “Plan of Distribution” for details.

This offering will terminate at the earlier of (1) the date at which the maximum offering amount of $50,000,000 has been sold, (2) one year from the date upon which the Securities and Exchange Commission (the “SEC”) qualifies the Offering Statement of which this Offering Circular forms a part, or (3) the date at which the offering is earlier terminated by the company at its sole discretion. See “Plan of Distribution.”

The offering is being conducted on a best-efforts basis with no minimum. The company may undertake one or more closings on a rolling basis once the minimum offering amount is raised. After each closing, funds tendered by investors will be made available to the company.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In this Offering Circular, the terms “CWT” or “the company” or “us” or “we” refer to Collective Wisdom Technologies, Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUMMARY

The Company

Collective Wisdom Technologies (“CWT”) is an innovative company that will be challenging the status quo via new, technology-enabled solutions. Our team joined together to develop a concept that will challenge the existing private equity model that funds startup businesses. We have studied the dynamics of this market and we believe we have identified an approach that will enhance the results of funding startups and will provide an effective, more lucrative platform for investors.

At CWT, we believe we will be able to provide better returns by leveraging the “Wisdom of the Crowd,” the collective opinion of a group of people, in selecting seed stage startup business investments. We will start with a scalable, technology-enabled platform that will:

	●	leverage the Wisdom of the Crowd to select startup investments and to give those startups a competitive advantage through a community of stakeholders that includes mentors, service providers, investors, and end users; and

	●	support investors in leveraging the Wisdom of the Crowd in order to enhance their investment choices.

Our goal is to create a fast, scalable crowd-driven seed funding solution that better screens startups on behalf of accredited investors. Applicants will be screened by 4 pools of CWT shareholders (Management Team, Accredited Investors, Service Providers, and Members) in 2 rounds of voting that sandwich a 1-week revision period each month, which are aggregated into a final score. The top 3 candidates will be funded by CWT and the Accredited Investors who opt in to take larger stakes in the issuers, either directly or via a special purpose vehicle (“SPV”). We intend to offer Applicants the ability to use our online platform to sell their securities via private placements exempt from the registration requirements of the Securities Act.

Our shareholders will get the benefit of participating in venture capital investing without many of the costs and limitations typically associated with venture capital investing. Shareholders will not pay any annual management fees or carrying costs. In addition, accredited investors who are shareholders will not be obligated to invest in every start up business that the company funds and will not be required to pay a minimum investment for an interest in those businesses in which they do invest.

CWT will also build an ecosystem to support startups, create portfolio management tools for our member shareholders, and sell general usage data.

The Offering

Securities offered:	The company is offering a maximum of 10,000,000 shares of Class C Common Stock on a “best efforts” basis.

Price per Share:	The cash price per share of Class C Common Stock is initially set at $5.00. The minimum investment is 100 shares, or $500.

Class C Common Stock
outstanding before the
offering:	None

Class A Common Stock
outstanding before the
offering:	28,666,666 shares

Class B Common Stock
outstanding before the
Offering (1)(2):	860,000 shares

Concurrent offering:	The company is conducting a concurrent private placement to accredited investors of notes convertible into Class B Common Stock, in reliance on Rule 506(c) under the Securities Act. The company is seeking to raise up to $5,000,000 in the private placement. The convertible notes will convert upon the initial closing of this offering.

Use of proceeds:	The net proceeds of the offering will be used, together with the proceeds of the concurrent private placement, to fund development of the company’s online platform and operating expenses and to fund investments in startup applicants. See “Use of Proceeds.”

(1) Does not include shares of Class B Common Stock issuable upon conversion of the convertible notes being sold in the concurrent private placement. Assuming all the notes are sold prior to the initial closing of this offering, the company will issue an additional 1,333,333 shares of Class B Common Stock prior to that closing.

(2) Does not include shares of Class B Common Stock reserved for issuance pursuant to employment offer letters. See “Compensation of Directors and Executive Officers.”

Summary Risk Factors

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

●

We are an early stage company and have not yet generated any profits;

●

Our financials were prepared on a “going concern” basis;

●

The company is likely to operate at a loss for some time, and operating costs may increase unexpectedly;

●

The company will have significant increases in compensation upon securing $1,000,000 in funding and continuing over the next three years;

●

The offering price has been arbitrarily set by the company and the valuation is high;

●

We will be operating in a highly regulated industry that is evolving and uncertain;

●

In order not to fall within the definition of an “investment company” we will need to impose limits on our operations, which may adversely affect our results of operations;

●

Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents;

●

Our product offerings are relatively new in an industry that is still quickly evolving;

●

We are initially reliant on one main type of service;

●

Our dependence on the management of other entities may adversely affect our business;

●

Our investment portfolio initially will be and may continue to be concentrated in a limited number of companies, industries, and asset classes, which will subject us to a risk of significant loss if any of these companies defaults on its obligations to us or if there is a downturn in a particular industry or market;

●

The company may not succeed in attracting sufficient indications of interest from its shareholders who are accredited investors to meet an applicant’s seed funding goal, which would result in the company investing in fewer companies;

●

You may not see any return on the company’s investments for a long period of time;

●

We depend on key personnel and face challenges recruiting needed personnel;

●

CWT and our providers are vulnerable to hackers and cyber attacks;

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CWT currently relies on a broker-dealer and will rely on a payment processing company;

●

We are dependent on general economic conditions;

●

We face significant market competition;

●

Competitors may be able to call on more resources than the company;

●

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished and our business may be adversely affected;

●

We expect to raise additional capital through equity offerings and to provide employees, Directors, Advisors, and Specialists with equity incentives;

●

Our revenues and profits are subject to fluctuations;

●

If the company cannot raise sufficient funds, it will not succeed;

●

It will take a while for profits to come in;

●

In the event we are required or decide to register as a broker-dealer, our current business model could be affected;

●

We have to repay a $125,000 loan;

●

Investors in this offering must vote their shares to approve of certain future events, including our sale;

●

Voting control is in the hands of a few large shareholders;

●

Future fundraising may affect the rights of investors;

●

There is no current market for any of the company’s shares of stock;

●

We may have a large shareholder base which will likely grow even larger over time; and

●

Equity crowdfunding is new.

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

There are several risks and uncertainties in our business plan, including but not limited to the following:

CWT was formed in April 2018. Accordingly, the company has no history upon which you can make an evaluation of its performance and future prospects. The company’s future success will depend on its ability to raise the capital necessary to operate its platform, adapt to technological advances, meet investor demands, properly vet applicants, offer innovative companies for investment, and develop new products and services on a cost-effective basis. Our current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, managing its growth and the entry of competitors into the market. As discussed below, delays may occur to the projected startup funding schedule. We will only be able to pay dividends on any shares of Class C Common Stock once our directors determine that we are financially able to do so. CWT has incurred a net loss and has not generated revenues since inception. We cannot assure you that we will ever become profitable or generate sufficient revenues to pay dividends to the holders of the shares.

Our financial statements were prepared on a “going concern” basis. The company has not generated any revenues from product or service sales as of April 30, 2018. The company has not achieved positive earnings and operating cash flows to enable the company to finance its operations internally. Funding for the business to date has come primarily through the issuance of a debt security. We will require additional funding in the future to continue to operate in the normal course of business. Although we are still raising seed funding and will raise money in this offering, there is substantial doubt about the company’s ability to continue as a going concern. Although the company's objective is to increase its cash flow from raising funds through its crowdfunding efforts and from revenues from the sales of its products, as well as services, fees and interest income within the next few years sufficient to generate positive operating and cash flow levels, the company cannot assure you that the company will be successful in this regard. The company may also need to raise additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. The company intends to use the proceeds from this offering to fund the company starting in the second half of 2018. Funds on hand and any follow-on capital, if needed, will be used to invest in its business, build its platform, build out products and services, and fund its operations and create a positive cash flow. The need for additional capital may be adversely impacted by uncertain market conditions or timing of regulatory reviews. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The company is likely to operate at a loss for some time, and operating costs may increase unexpectedly.

Our ability to become profitable depends on the success of this offering and attracting startup companies and investors to participate in our platform. We cannot assure you that this will occur. We will incur substantial additional expenses when we begin the marketing of our current and future platform, as well as expenses to build the platform. We may not raise enough money to be able to invest the intended amount in the intended number of startups per month, and we may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. We may invest in startups that end up failing. Our expenses may be greater than we anticipate and increases in our costs may adversely affect our business and profitability. Our financial results in any given period can be influenced by numerous factors, many of which we are unable to predict or are outside of our control. If the company sustains losses over an extended period of time, it may be unable to continue in business.

The company will have significant increases in compensation upon securing $1,000,000 in funding and continuing over the next three years.

When the company secures at least $1,000,000 in funding, the company will begin paying full annual salaries to its executive officers. The compensation will increase again in year 2. This will result in significant increases in general and administrative expenses. See “Compensation of Directors and Executive Officers.”

The offering price has been arbitrarily set by the company and the valuation is high.

Valuations for companies at this stage are generally purely speculative, and even more so in our case. We have not generated any revenue. Our valuation has not been validated by any independent third party and may decrease precipitously in the future. It is a question of whether you, the investor, are willing to pay this price for a percentage ownership of a startup company. You should not invest if you disagree with this valuation. See “Dilution” for more information.

We will be operating in a highly regulated industry that is evolving and uncertain.

The regulatory framework for online capital formation or crowdfunding is very new and failure to comply with such regulation could have an adverse effect on our business. The regulations that govern our operations have been in existence for a very few years. Further, there are constant discussions among legislators and regulators with respect to changing the regulatory environment. New laws and regulations could be adopted at the federal and state levels in the United States and abroad. Further, existing state and federal laws and regulations may be interpreted in ways that would impact our operations, including how we communicate and work with investors and the companies that use our platform’s services. For instance, over the past year, there have been several attempts to modify the current regulatory regime. Some of those suggested reforms could make selling securities easier for anyone (without using our services), or could increase our regulatory burden. Any such changes would have a negative impact on our business.

In order not to fall within the definition of an “investment company” we will need to impose limits on our operations, which may adversely affect our results of operations.

We intend to conduct our operations so that we and any subsidiaries we create will not be required to register as investment companies under the Investment Company Act of 1940 (the “Investment Company Act”). A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an available exception or exemption, it (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We intend to structure our holdings in such a manner as to meet the 40% test under the Investment Company Act. See “The Company’s Business – Regulation – Investment Company Act Considerations.” However, as described in "The Company’s Business," some of our investments in startup issuers may be made, at the election of the issuer, through SPVs, which could be considered our subsidiaries. In order for us to exclude from "investment securities" the SPV securities that we hold, each such SPV must be structured to both meet the definition of "majority-owned subsidiary" in the Investment Company Act or under applicable SEC staff guidance, and to not fall within the definition of investment company in the Investment Company Act or meet an applicable exception from that definition. We will seek to have the issuers structure the SPVs to comply with the exception provided under Section 3(c)(1) of the Investment Company Act by, among other limitations, restricting the number of accredited and institutional investors who may invest in the SPVs alongside us to 97 or 98.

If we fail to manage our business in a manner that falls within the exceptions to the definition of investment company under the Investment Company Act, we would have to register as an investment company, which would subject us to a number of regulatory requirements that could prove burdensome or inhibit our ability to pursue our current or future operating strategies, which could have a material adverse effect on us. Furthermore, we have not requested approval or guidance from the SEC with respect to our Investment Company Act determinations. If the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we would have to cease business activities, civil or criminal actions could be brought against us, our contracts would be unenforceable unless a court were to require enforcement and a court could appoint a receiver to take control of us and liquidate our business, any or all of which would have a material adverse effect on our business.

Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents.

Some of the investment opportunities posted on our platform are open to non-U.S. residents. We have not researched all the applicable foreign laws and regulations, and therefore we are not setting up our structure to be compliant with all those laws. It is possible that we may be deemed in violation of those laws, which could result in fines or penalties as well as reputational harm. This may limit our ability in the future to assist companies in accessing money from those investors, and compliance with those laws and regulations may limit our business operations and plans for future expansion.

Our product offerings are relatively new in an industry that is still quickly evolving.

The principal securities regulations under the JOBS Act that we will work with have only been in effect in their current form since 2013. Our ability to continue to penetrate the market remains uncertain as potential issuer companies may choose to use different platforms or providers (including using their own online platform) or alternative methods of financing. Investors may decide to invest their money elsewhere. Further, our potential market may not be as large, or our industry may not grow as rapidly, as anticipated. With a smaller market than expected, we may have fewer applicants or fewer participants on the platform. Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption of our platform by issuer companies as well as investors, and favorable changes in the regulatory environment.

All of our current services are variants on one type of service, providing a platform for online capital formation. Our revenues are therefore dependent upon the market for online capital formation.

Our dependence on the management of other entities may adversely affect our business.

We will not control the management, investment decisions or operations of the business entities in which we invest. Management of those enterprises may decide to change the nature of their operations, or management may otherwise change in a manner that is not satisfactory to us or value enhancing for the investment we have made in those entities. We typically will have no ability to affect these management decisions and we may have only limited ability to dispose of our investments.

Our investment portfolio initially will be and may continue to be concentrated in a limited number of companies and industries. This lack of diversification may subject our investment portfolio to more rapid changes in value than would be the case if our investments were more widely diversified. As a result, our results of operations and financial condition may be adversely affected if we need to write down the value of any one investment. Moreover, securities will be recorded at estimated fair value and our net income may be adversely affected if these fair value determinations are materially higher than the values that we ultimately realize upon disposal of such securities. Additionally, a downturn in any particular industry in which we invest could also negatively impact our results of operations and our ability to pay dividends if declared by the Board. Disruptions or adverse performance of a market in which we invest, due to reduced liquidity, increased regulation, the decline in appeal of an asset class or other factors, may reduce the value of our investment and consequently adversely impact our results of operations.

We may not succeed in attracting enough interest from the accredited investors on our platform to fund any amounts over $250,000 being sought by an applicant and, therefore, we may not meet an applicant’s seed funding goal. If applicants are unable to meet their seed funding goal, they may not be successful. In addition, if our shareholders are unable to meet applicants’ seed funding goals, we may not be able to successfully attract applicants to our platform.

You may not see any return on the company’s investments for a long period of time.

It will take time to begin receiving applications and investing in startups. Even after we begin investing in companies, we will only be able to realize returns on our investments and, in turn, pay dividends on any shares of Class C Common Stock if we are able to exit the investment in whole or in part. We believe it will take between 5 and 7 years before CWT realizes any returns from the majority of its investments, which we expect would be from exits such as an acquisition or public sale of securities of the issuer, which we consider to be a typical realization rate in venture investing. Therefore, you may not see any return on your investment in the company for a long time or not at all.

Our future success depends on the efforts of a small number of key personnel, including Byron Bennett, Barrett Hicken, Carol Robbins, Robert Wald, and Vincent Tuzzio. The loss or departure of these individuals could disrupt our operations and have an adverse effect on our business. In addition, due to our limited financial resources and the specialized expertise required, we may not be able to recruit the individuals needed for our business needs. There can be no assurance that we will be successful in attracting and retaining the personnel we require to operate and be innovative.

As an Internet-based business, we may be vulnerable to hackers who may access the data of our investors, consultants, and the issuer companies that utilize our platform. Further, any significant disruption in service on the CWT platform or in its computer systems could reduce the attractiveness of our platform and result in a loss of investors, consultants, and companies interested in using our platform. Further, we rely on third-party technology providers to provide security and some of our back-up technology. Any disruptions of services or cyber attacks either on our technology providers or on our platform could harm our reputation and materially negatively impact our financial condition and business. We also have plans to sell general usage data and will need to comply with federal, state and non-U.S. laws in handling that data.

CWT currently relies on a broker-dealer and will rely on a payment processing company.

We currently rely on Sageworks to serve as our broker-dealer for processing investor subscriptions and we are planning to enter into an agreement with Worldpay Group Plc (“Worldpay”) to provide our payment processing services. Any change in the Sageworks relationship will require us to find another broker-dealer, and if we are unable to agree to final terms with Worldpay, we will need to find a new payment processing company. This may cause us delays as well as additional costs to transition our technology to other providers.

Our business model is dependent on investors investing in the companies presented on our platform. Investment dollars are disposable income. Our business model is thus dependent on national and international economic conditions. Adverse national and international economic conditions may reduce the future availability of investment dollars, which would negatively impact our revenues and possibly our ability to continue operations. Factors beyond our control could cause fluctuations in these conditions. Adverse developments may also include: economic recessions, trends in crowdfunding, investor perception in the market, lessened interest in investing in crowdfunding platforms and other such risks that could have a material adverse effect on the company’s financial condition and the results of its operations. It is not possible to accurately predict the potential adverse impacts, if any, of current economic conditions on the company’s financial condition, operating results and cash flow.

We will facilitate online capital formation for seed-stage startups. Though this is a new market, we will compete against a variety of entrants in the market as well as likely new entrants into the market. Some of these follow a regulatory model that is different from ours and might provide them competitive advantages. New entrants could include those that may already have a foothold in the securities and venture capital industries, including some established firms. Further, online capital formation is not the only way to address helping startups raise capital, and the company has to compete with a number of other approaches, including traditional venture capital investments, loans and other traditional methods of raising funds, as well as startup companies conducting crowdfunding raises on their own websites. Additionally, some competitors and future competitors may be better capitalized than us, which would give them a significant advantage in marketing and operations.

Many of our competitors are already established and have more resources than we will. Existing or new competitors may produce directly competing products and services. These competitors may be better capitalized than the company, which might give them a significant advantage. Competitors may be able to use their greater resources to offer higher investment amounts and a faster funding cycle, even to uneconomic levels that the company cannot match.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished and our business may be adversely affected.

We will rely and expect to continue to rely on trademark, copyright, patent, trade secret and Internet protection laws and regulations to protect our proprietary rights. We have not yet filed applications to protect our intellectual property in the United States and internationally, and there is no guarantee we can maintain, or successfully defend such intellectual property. Third parties may knowingly or unknowingly infringe our proprietary rights, or may challenge proprietary rights held by the company, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished.

We expect to raise additional capital through equity and debt offerings and to provide employees, Directors, Advisors, and Specialists with equity incentives.

In order to fund future growth and development, the company will likely need to raise additional funds for the foreseeable future by offering shares of common or preferred stock and/or other classes of equity or debt that convert into shares of common or preferred stock. In order to attract employees, Directors, Advisors, and Specialists to support our business model, our plan is to provide them with equity incentives. Therefore, your interest in the company is likely to continue to be diluted. Additional fundraising in the future may be offered at a lower valuation, which would dilute the interest of investors in this offering. See “Dilution” for more information. Furthermore, if the company raises debt, the holders of the debt would have priority over holders of common and preferred stock and the company may accept terms that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds if raised, would be sufficient. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the company, its business, development, financial condition, operating results or prospects. Number of factors, many of which are outside our control.

It is difficult to accurately forecast our revenues and operating results, and these could fluctuate in the future due to a number of factors. These factors may include adverse changes in: the number of investors attracted to our model and amount of investors’ dollars, the success of world securities markets, general economic conditions, our ability to market our platform to companies and investors, headcount and other operating costs, and general industry and regulatory conditions and requirements. The company's operating results may fluctuate from year-to-year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business.

The company might not raise enough money in this offering and the concurrent private placement to meet its operating needs and fulfill its plans. If that happens, it may cease operating and you will get nothing. The company may need to reduce the number of investments it makes each month, as outlined in “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Plan of Operations.” Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company does make a successful offering in the future, the terms of that offering might result in your investment in the company being worth less, because later investors might get better terms.

In the event we are required or decide to register as a broker-dealer, our current business model could be affected.

Under our current structure, we believe we are not required to register as a broker-dealer under federal and state laws. Further, only one of our officers has previous experience in securities markets or regulations or has passed any related examinations or holds any accreditations. We will restrict our activities and services so as to not be deemed a broker-dealer under state and federal regulations, see “Business – Regulation.” However, if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers. Further, we may decide for business reasons or we may be required to register as a broker-dealer, which would increase our costs, especially our compliance costs. If we are required but decide not to register as a broker-dealer or act in association with a broker-dealer in our transactions, we may not be able to continue to operate under our current business model.

The company executed a promissory note promising to repay the principal balance of $125,000 and all accrued and unpaid interest on that amount by April 16, 2020. The interest rate on the note is 10%. Failure to repay the loan could result in legal and financial harm to the company.

Investors in this offering must vote their shares to approve of certain future events, including our sale.

The subscription agreement that investors will execute in connection with the offering contains a “drag-along provision” related to the sale of the company whereby investors and their transferees agree to vote any shares they own in the same manner as the majority holders of our other classes of voting stock. Specifically, and without limitation, if the board of directors and majority holders of our other classes of stock may determine to sell the company, depending on the nature of the transaction, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests.

Voting control is concentrated in the hands of a small number of shareholders. You will not be able to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding any employee equity or option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. Some of the larger shareholders include, or have the right to designate, members of our Board of Directors. See “Securities Being Offered --Shareholders Agreement”. These few people will make all major decisions regarding the company. As a minority shareholder, you will not have a say in these decisions.

There is no formal marketplace for the resale of the Class C Common Stock. Investors should assume that they may not be able to liquidate their investment or be able to pledge their shares as collateral for some time. Even if we seek to qualify the shares for secondary trading on CFX Markets, there may not be frequent trading and therefore no market price for the Class C Common Stock.

We may have a large shareholder base that will likely grow even larger over time.

Our goal is to grow our shareholder base through the current offering and multiple rounds of fundraising. It is uncommon for a startup company with limited resources and a small staff to have so many investors. Despite our best efforts, it is possible that unexpected risks and expenses of managing this large shareholder base could divert management’s attention and even cause the company to fail.

Our existing funding and future fundraising plans (including this round) are reliant on equity crowdfunding and provisions of the JOBS Act, which have been in effect for a short period of time. Secondary markets largely do not exist yet and may not exist for some time (or ever), which hampers the ability for investors to sell their shares. The laws are complex, and interpretation by governing bodies does not exist in some cases and may change over time in others. Changes to the laws (or interpretation of the laws) could impact our ability to raise money as well as your ability to trade your shares.

Dilution means a reduction in value, control or earnings of the shares the investor owns.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

As of June 15, 2018, the company had outstanding 28,666,666 shares of Class A Common Stock and 860,000 shares of Class B Common Stock. In addition, the company has reserved 3,153,333 shares of Class B Common Stock for issuance pursuant to employment offer letters. See “Compensation of Directors and Executive Officers.” Assuming the company sells $5,000,000 in principal amount of convertible notes prior to the qualification of the Offering Statement of which this Offering Circular is a part, the principal amount of all of the notes will convert into 1,333,333 shares of Class B Common Stock upon the initial closing of this offering. The effective price upon conversion will be $3.75 per share, which is a 25% discount.

Upon completion of this offering, in the event all of the shares of Class C Common Stock are sold, the net tangible book value of the 28,666,666 shares of Class A Common Stock outstanding and the 5,346,000 shares of Class B Common Stock that will be outstanding or reserved will be $143,333,333 and $25,066,000, respectively or approximately $5.00 and $5.00 per share, respectively. The net tangible book value of the shares of Class A Common Stock and Class B Common Stock held by our existing shareholders will be increased by $5.00 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution of $5.00 per share.

After completion of this offering, if 10,000,000 shares of Class C Common Stock are sold, investors in this offering will own 24% of the total number of shares of Common Stock then outstanding for which they will have made a cash investment of $50 million, or $5.00 per share. Assuming all of the convertible notes are sold and convert into Class B Common Stock upon the initial closing of this offering, our existing shareholders will own 76% of the total number of shares of Common Stock then outstanding, for which they have made contributions of cash totaling $0.00 per share.

In the event all shares of Class C Common Stock are not sold upon completion of this offering, the following table details the range of possible outcomes from the offering assuming the sale of 100%, 75%, 50% and 25% of the available shares.

Since inception, the officers, directors and affiliated persons have paid an aggregate average price of $0.00 per share of Common Stock in comparison to the offering price of $5.00 per share

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

The company estimates that, at a per share price of $5.00, the net proceeds of a fully subscribed offering to the issuer from the sale of the 10,000,000 shares in this offering will be approximately $46,816,500, after deducting the estimated offering expenses of approximately $3,183,500 (including payments to Sageworks, Worldpay Group Plc, advertising, legal and accounting professional fees, and other expenses).

The table below shows the approximate net proceeds the company would receive from this offering assuming an offering size of $12,500,000, $25,000,000, $37,500,000, and $50,000,000, and the intended uses of those proceeds. We cannot guarantee that we will be successful in selling any of the Class C Common Stock we are offering.

We estimate that operating expenses will be broken down approximately as follows: 13% for executive salaries; 24% for other salaries; 33% for advertising, public relations, and search engine optimization; 11% for legal; 11% for workers compensation, benefits, and insurance; 2% for rent; 2% for accounting; 2% for furniture and equipment, 1% for utilities (electricity, phone, hosting), and 1% for miscellaneous.

Development expenses will be directed toward developing our platform and new products.

CWT will invest in up to 3 startup businesses per month depending on the level of funding that it raises. Initially, the company will aim to invest $250,000 in 1 startup business per month. At the end of each month, the company will assess the feasibility of increasing the number of startups in which it will invest each month. Factors that will influence our decision will include the amount of cash available to invest and compliance with exemptions under the Investment Company Act, as well as the company’s operating and other expenses. When feasible, the company intends to increase the number of startup businesses that it invests in to 2, then 3 startups per month. See “Plan of Operations.”

We intend to invest any remaining reserves over the amount we would need for 12-18 months of cash or cash equivalents on hand into short and long term interest bearing instruments. The short-term interest-bearing instruments will include CDs and corporate bonds, and the long-term interest-bearing instruments will include residential real estate. We intend to structure our holdings in such a manner as to meet the 40% test under the Investment Company Act. See “The Company’s Business – Regulation – Investment Company Act Considerations.”

The company reserves the right to change the above use of proceeds if management believes it is in the best interest of the company.

The allocation of the net proceeds of the offering set forth above represents the company’s estimates based upon its current plans, assumptions it has made regarding the industry and general economic conditions and its future revenues (if any) and expenditures.

We caution investors that expenditures may vary substantially from the estimates above. Investors will be relying on the judgment of the company’s management, who will have broad discretion regarding the application of the proceeds from this offering. The amounts and timing of the company’s actual expenditures will depend on numerous factors, including market conditions, cash generated by the company’s operations (if any), business developments and the rate of the company’s growth. The company may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

As discussed below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” the company is conducting a concurrent private placement to accredited investors of notes convertible into Class B Common Stock pursuant to Rule 506(c) under the Securities Act. The company is seeking to raise up to $5,000,000 in the private placement.

In the event that the company does not raise the entire amount it is seeking in this offering, then the company may attempt to raise additional funds through other private offerings of its securities or by borrowing funds. The company does not have any committed sources of financing.

Our founders Byron Bennett and Barrett Hicken began developing the concept for CWT in January 2018, and formed the company on April 11, 2018. We are in the early phase of operations and plan to launch our platform, which will be available at www.collectivewt.com, after qualification of this offering.

Our mission is to develop a concept that will challenge the existing private equity model that funds startup businesses. Our team has studied the dynamics of this market and has identified an approach that we believe will enhance the results of funding startups and also will provide an effective, more lucrative platform for investors. We will utilize the Wisdom of the Crowd to build scalable, technology-driven solutions to seed funding, starting with a platform for evaluating seed-stage companies. The startup businesses that apply to receive investments from the company will be rated by participants on the platform, which includes investors in this offering, professionals, and accredited investors with varying backgrounds. We believe this approach will improve how investments are selected and give entrepreneurs a competitive advantage through a community of stakeholders that includes mentors, service providers, investors, and end users.

Our goal is to create a fast, scalable, crowd-driven, seed funding solution that better screens startups on behalf of accredited and institutional investors. Each month, up to three of the top companies that seek seed capital, as measured by the company’s voting process, will be funded by CWT and the accredited investors who are members of the platform who opt to invest in the startup. We intend to structure our holdings so that we will not be required to register as an investment company under the Investment Company Act. See “—Regulation -- Investment Company Act Considerations.” During the initial stages of operations, CWT will fund 1 company per month, increasing to 2 then 3 companies. See “Plan of Operations.” The following describes our intended products and services assuming we raise the maximum offering amount.

In parallel, we intend to build an ecosystem to support our startups, create portfolio management tools for our member shareholders, introduce a new crowd-driven product each year, and sell general usage data.

Startups will be able to submit applications and participate in a one-month process to request funding via our Internet-based platform located at www.collectivewt.com (the “Platform”). We will initially require applicants to be companies located in the United States and a prototype or finished product or platform. After the model has been proven, we will look to expand into a second category for international applicants.

All applicants will submit an application with a $500 application fee. Shareholders that are the owners or officers of a startup that seeks funding on the Platform will be permitted to submit 1 application for free each year. After going through our vetting process, accepted applicants (“Candidates”) will have the opportunity to secure capital, valuable feedback, exposure, partnerships, and mentors within 30 days.

We have started in-house development of the Platform and anticipate that we will be able to begin receiving applications on the Platform approximately 2 months after qualification of this offering.

Applicants will submit their applications electronically on our Platform. Each applicant must be a U.S. company with a prototype or finished product/platform and will be required to provide the following information:

Additional guidelines will be provided on the Platform. Applicants will also be requested to submit further company information, bank statements, and social media links.

Finally, each Applicant will have to choose whether it would like to establish an SPV or allow direct investments from CWT and any Accredited Investors.

Our application vetting process will be primarily automated. We will have a vetting team of management, advisors to the company (“Advisors”), and professionals providing specialized services to the company (“Specialists”) that will do a final review of the applications to confirm that all required information has been submitted and there are no obvious errors. Each Applicant will provide the terms of the equity offered; CWT will not negotiate those terms.

Our Platform will provide a transparent, crowd-driven voting system and an automation-driven selection process, in which members of our platform, who will be owners of our Common Stock (“Shareholders”), rate Candidates on the 10 elements of their application packages (see above). Candidates will participate in a 2-round voting process to determine whether they will receive funding from the company.

On the first day of each calendar month, Shareholders will be notified that Round 1 of voting for the month is open. The first round will occur during the first two weeks of the month and will consist of an open-voting process in which the Shareholders select up to the top 10 Candidates.

The Management Team will include members of the company’s management team, Advisors, and Specialists. “Accredited Investors” are Shareholders who meet the definition of “accredited investor” as set forth in Rule 501 under the Securities Act and register to be an Accredited Investor on the Platform. Shareholders who seek to provide various services for the finalists/winners, including legal services, marketing, design services, accounting services, and coding may register to be in the Service Provider pool. The remaining Shareholders will participate in the Member pool. Each pool will represent 25% of the voting power in Round 1.

Each Shareholder gets 1 vote, and that vote will be weighted by the number of the company’s shares that the Shareholder owns. Holders of Class A Common Stock and Class B Common Stock only get 1 vote per share in this monthly process, instead of the 10 votes per share ascribed to those shares for corporate governance purposes. See “Shares Being Offered.”

During the Round 1 open-voting process, Shareholders rate Candidates on the ten parts of their submission using a 1-to-10 scale and are entitled, but not required, to provide comments. The ratings from the ten parts will be aggregated into a score out of 100, which each Shareholder can adjust if desired. Individual Shareholder votes aggregate within the four, equally weighted voting pools and will be combined into a final score out of 100.

All Shareholders may request to be a “Mentor” for one or more Candidates, and Shareholders in the Service Provider pool may request to be a “Service Provider” for one or more Candidates. Each Shareholder may only request to be a Mentor or a Service Provider for a Candidate – not both. For accuracy and modeling purposes, and to add a fun guessing feature, Shareholders will also be asked to estimate or guess the aggregate platform score that each Candidate will receive, out of 100.

At the end of Round 1, the top 10 Candidates, ranked by score, will receive $10,000 from CWT that may be used for any purpose, including improving their applications. CWT will provide a ranked list of Mentors and Service Providers to Candidates based on shareholder weight, as calculated by the number of the company’s shares that the Shareholder owns, and time of entry of the potential Mentor’s/Service Provider’s indication of his/her interest in acting as a Mentor/Service Provider. Each of the Candidates will then be able to choose up to 5 Mentors and Service Providers from the top 10 on that list to receive further feedback during the one-week Revision Period. Candidates will be able to see the ratings for Mentors submitted by other candidates quarterly.

We believe this Revision Period is a critical process for entrepreneurs that does not exist in other fundraising options. Even such simple comments as “The valuation is too high” or “it would look better in blue” or “this would work well with” could provide valuable feedback and change the outcome for a Candidate. This period also provides Shareholders time to reflect on the top 10 Candidates.

During the final week of the month, the top 10 Candidates will be narrowed down to the top 3 Candidates through a final blind round of voting. Shareholders will use the same voting process as in Round 1, but they will not be able to see the trending results. Shareholders may request to be Mentors and Service Providers in this round as well, and the top 5 of each will be selected based on the same criteria from Round 1. In addition, Accredited Investors may indicate interest to co-invest alongside CWT, either directly or, if the Candidate chooses to use one, in the SPV that will be created to fund the Candidate.

On the last day of voting we will hold our deadline day event (“Deadline Day Event”). On that day, members may log in to a live online video session via the Platform to review the top ten applicants. The live session will be moderated by members of our Management Team.

Initially, the top Candidate, and once we have sufficient funds, the top 3 Candidates, from Round 2 will receive:

The remaining Candidates in the top 10 may reapply to seek funding on the Platform after 3 months without paying an application fee. Candidates in Round 1 that did not make it to Round 2 may reapply to seek funding on the Platform after 6 months for a reduced application fee of $250.

We are still developing this process, and the details are subject to change. This assumes we have received the maximum offering amount. If we receive less, we may need to adjust the process. See “Use of Proceeds.”

The Platform provides a crowd-driven solution that we believe better screens startups on behalf of accredited investors.

Investors in this offering will obtain the following benefits from our Platform:

Investors that qualify as accredited investors who opt in to the Investing pool can co-invest alongside CWT in the Applicant. For example, if a Candidate is seeking $1,000,000 in seed funding for a 20% equity stake in their company, CWT would invest $250,000 in the Applicant in exchange for a 5% stake and would organize the remaining $750,000 from the Accredited Investors that opted-in to invest additional funds in that Applicant. Allotments will be weighted and allocated based on number of shares owned, indicated interest and time stamp.

In the future, we intend to hold monthly live telethon-style pitch events where companies can apply to pitch to our Shareholders for small non-equity donations. We will charge application fees for companies participating in this pitch event. Shareholders would have the option to donate to companies in the pitch event that they believe to be worthwhile; they will not get anything in return for these donations. Each participating company will be able to retain the donations, and the winner will receive a $10,000 prize from CWT. See “Plan of Operations.”

We believe we can serve these three market segments. As Figure 1 indicates, since 2014 American venture capital (“VC”) firms committed more than $20 billion per quarter to venture-backed companies; 1,683 venture-backed companies raised $28.2 billion in funding during the first quarter of 2018, the highest amount of capital deployed in a single quarter since at least 2008.¹

¹ PitchBook and National Venture Capital Association. Venture Monitor: 1Q2018. https://files.pitchbook.com/website/files/pdf/1Q_2018_PitchBook_NVCA_Venture_Monitor.pdf

Even so, the number of deals closed per quarter has declined steadily over the past three years.² This has been largely a factor of a decline in angel/seed investing. VC funding, both early- and later-stage, appears to be less cyclical than seed-stage investments. However, projections from the International Monetary Fund³ and the Organization for Economic Cooperation and Development⁴, among others, predict worldwide economic expansion through at least 2018 and 2019.

We believe that this current reduced level of enthusiasm for seed-stage investing is a commentary on deal quality rather than any macroeconomic driver. By introducing a more advanced consensus mechanism to the selection process, CWT could provide opportunities to worthy business founders who have had difficulty finding capital, a layer of confidence to investors who want to commit to new companies, and a reasonable return to CWT’s shareholders.

We will aim to make funding more accessible and fund startups that will change the future. We hope to grow with the market.

Another factor in the apparent decline of seed-stage funding is undoubtedly the rise of initial coin offerings (“ICOs”). Long-term, ICOs could represent a deep, secular change in how new companies receive their funding. In the current environment, though, that dynamic appears to be taking a pause as regulatory regimes catch up with the technology and as flagrantly fraudulent enterprises are swept out.

Also, as sudden and surprising as the emergence of ICOs has been, we believe it is too early to declare VC funding obsolete. In 2017, ICOs raised around $5 billion via approximately 800 deals, according to CB Insights.⁵ That equates to a typical month in the broader VC market.⁶ It is often misreported that startups raised more capital via ICOs than via VC in 2017, but that is highly industry-specific, referring to Internet and blockchain startups, according to Goldman Sachs, CNBC and Coindesk.^7,8AngelList lists education, enterprise software, games and healthcare as other markets in which startups might be engaged,⁹and we believe that is an incomplete roster.

For these reasons, we believe that seed-stage companies still need VC funding, and VC firms still seek high-potential seed-stage companies in which to invest. If, in the future, ICOs prove to be commercially and legally sound, we would consult with our shareholders and determine their appetite for considering them as potential candidates for investments.

³ International Monetary Fund. World Economic Outlook: April 2018. https://www.imf.org/en/publications/weo

⁴ Gurria, Angel, and Alvaro S. Pereira. OECD Economic Outlook: Stronger Growth, But Risks Loom Large. Paris: May 2018. http://www.oecd.org/eco/outlook/economic-outlook/

⁵ CB Insights. Research Briefs: Blockchain Startups Absorbed 5X More Capital Via ICOs Than Equity Financings In 2017. https://www.cbinsights.com/research/blockchain-vc-ico-funding/

⁶ PitchBook and National Venture Capital Association. https://files.pitchbook.com/website/files/pdf/1Q_2018_PitchBook_NVCA_Venture_Monitor.pdf

⁷ Kharpal, Arjun. “Initial coin offerings have raised $1.2 billion and now surpass early stage VC funding,” CNBC, August 9, 2017, citing Goldman Sachs. https://www.cnbc.com/2017/08/09/initial-coin-offerings-surpass-early-stage-venture-capital-funding.html

⁸ Sunnarborg, Alex. “ICO Investments Pass VC Funding in Blockchain Market First,” CoinDesk, June 9, 2017. https://www.coindesk.com/ico-investments-pass-vc-funding-in-blockchain-market-first/

We will aim to generate awareness about CWT and its benefits among investors and new business startups by informing and educating our three market segments about CWT and how it is different from traditional VC funding. We will seek to engage our users and solicit questions and comments, generate trials among our target segments, and encourage repeat use.

We intend to generate awareness and engagement among business startups and investors, including developing email and/or mailing lists, press releases, and advertising. We will also have firm pages on LinkedIn, Facebook, and other social media sites that would be appropriate for our target audiences.

We will make adjustments as needed and use these tactics to continue growing the business. We will select the best markets for expansion based on the penetration of business developers and investors, and we will aim to identify other firms and individuals who may be beneficial partners.

We will be competing with other crowdfunding intermediaries, including SeedInvest, 500 Startups and MicroVentures, as well as traditional venture capital investors. We will only be offering Applicants funding via private placements exempt from the registration requirements of the Securities Act.

We use Amazon Web Services (https://aws.amazon.com) for hosting services. We are also using external programmers and designers to build our Platform; we plan to move a portion of those operations in-house following qualification of this offering.

CWT was formed in 2018, and we have not yet spent any time or money on research and development.

We have 5 employees. We anticipate hiring as necessary to grow the business. The current employees have agreed to receive monthly stipends until the company has received at least $1,000,000 in seed capital. See “Compensation of Directors and Executive Officers.”

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is, holds itself out as being, or proposes to be, primarily engaged in the business of investing, reinvesting or trading in securities and Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" (within the meaning of the Investment Company Act) having a value exceeding 40% of the value of the issuer's total assets (exclusive of United States government securities and cash items) on an unconsolidated basis (the "40% test"). Excluded from the term "investment securities" are, among others, securities issued by majority-owned subsidiaries unless the subsidiary is an investment company or relies on the exceptions from the definition of an investment company provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

While we are organized as an operating company, some of the startup issuers who successfully apply to receive funding on our platform may establish SPVs to hold the securities of their companies. In addition, we intend to structure our holdings of unallocated funds, including the net proceeds from this offering and the concurrent private placement, the reserve fund that we intend to establish and our ownership interests in any SPVs in such a manner as to meet the 40% test. Each of the SPVs will be either outside of the definition of an investment company in Sections 3(a)(1)(A) and 3(a)(1)(C), described above, or excepted from the definition of an investment company under the Investment Company Act. We believe that we are not, and that we do not propose to be, primarily engaged in the business of investing, reinvesting or trading in securities and we do not believe that we have held ourselves out as such. We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act.

We intend to monitor our holdings regularly to confirm our continued compliance with the 40% test. In calculating our position under the 40% test, we are responsible for determining whether any of our holdings are considered majority-owned subsidiaries. We intend to treat as majority-owned subsidiaries for purposes of the 40% test entities, any SPVs in which we own at least 50% of the outstanding voting securities or that are otherwise structured consistent with applicable SEC staff guidance. We intend to have any majority-owned subsidiaries rely solely on the exception from the definition of "investment company" found in Section 3(c)(1) of the Investment Company Act. In order for us to satisfy the 40% test, our ownership interests in those subsidiaries or any other subsidiaries we may form that are not majority-owned for purposes of the Investment Company Act, together with any other "investment securities" that we may own, may not have a combined value in excess of 40% of the value of our total assets on an unconsolidated basis and exclusive of United States government securities and cash items.

We intend to rely on Section 3(c)(1) when investing in SPVs that will hold interests in startup issuers. Section 3(c)(1) excepts from the definition of an investment company issuers that are owned by no more than 100 beneficial owners. We will also institute policies to ensure that any entities that invest in the SPVs are limited to no more than 10% of the voting securities in the SPV if they are investment companies or companies that rely on exemptions under Sections 3(c)(1) or 3(c)(7) under the Investment Company Act.

As noted above, if the combined values of the securities issued to us by any non-majority-owned subsidiaries and our subsidiaries that must rely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, exceed 40% of the value of our total assets (exclusive of United States government securities and cash items) on an unconsolidated basis, we may be deemed to be an investment company. If we fail to maintain an exception, exemption or other exclusion from the Investment Company Act, we could, among other things, be required either (i) to change substantially the manner in which we conduct our operations to avoid being subject to the Investment Company Act or (ii) to register as an investment company. Either of these would likely have a material adverse effect on us, the type of investments we make, our ability to service our indebtedness and to make distributions on our shares, and on the market price of our shares and any other securities we may issue. If we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure, management, operations, transactions with certain affiliated persons (within the meaning of the Investment Company Act), portfolio composition (including restrictions with respect to diversification and industry concentration) and other matters.

We have not requested approval or guidance from the SEC or its staff with respect to our Investment Company Act determinations, including, in particular, our treatment of any subsidiary as majority-owned or the compliance of any subsidiary with Section 3(c)(1) of the Investment Company Act.

If the SEC or a court of competent jurisdiction were to find that we were required, but failed, to register as an investment company in violation of the Investment Company Act, we may have to cease business activities, we would breach representations and warranties and/or be in default as to certain of our contracts and obligations, civil or criminal actions could be brought against us, our contracts would be unenforceable unless a court were to require enforcement and a court could appoint a receiver to take control of us and liquidate our business, any or all of which would have a material adverse effect on our business.

We will provide technology for issuers to identify and interact with potential investors, and will not structure transactions. We are not registered as a broker-dealer and intend not to engage in certain activities that would constitute “engaging in the business” of being a broker-dealer, including:

There has been little regulatory guidance as to the circumstances in which state or federal broker-dealer registration requirements apply to online investment platforms, and such guidance as it exists generally predates the technological developments of the last couple of decades. Despite a long-standing request from organizations such as the American Bar Association to clarify the circumstances in which “finders,” who also connect buyers and sellers of securities, are permitted to perform that function without registering as broker-dealers, the SEC has not provided any guidance. It is possible that any clarification of the matter will result in our having to change our business model or even register as a broker-dealer. See “Risk Factors.”

The company has not filed for any patents, copyrights, or trademarks, but will seek appropriate intellectual property protection following qualification of the offering.

The company entered into a Membership Agreement with WeWork on April 24, 2018 for an office in WeWork Soho for $2,990 per month. The agreement is month-to-month and the company must give notice of termination at least 1 month prior to termination.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The company was formed on April 11, 2018 to provide greater access to quality deal flow and better returns by using the Wisdom of the Crowd to select startup investments and to give those startups a competitive advantage through a community of stakeholders that include mentors, service providers, investors, and end users.

The following discussion of our financial condition and results of operations from April 11, 2018 through April 30, 2018 should be read in conjunction with our financial statements and the related notes included in this Offering Circular. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

The company has not commenced revenue generating activities and has not generated any revenues from product or service sales as of April 30, 2018.

Total operating expenses from April 11, 2018 through April 30, 2018 amounted to $22,422. The company’s operating expenses since inception have consisted of consulting fees, rent, and bank fees. As of April 30, 2018, there were no deferred taxes as all would have had a full valuation allowance. In addition, as of April 30, 2018, no tax filings were due nor were there any tax examinations in progress. We expect our expenses to increase as we hire additional employees, start to pay salaries to our executive officers and incur compliance, legal, regulatory reporting and accounting costs in connection with the Platform commencing operations and investing in startups that apply for funding.

As a result of the foregoing factors, the company’s net loss from operations was $22,422.

We will be dependent upon the net proceeds from this offering and the concurrent private placement to conduct our proposed operations. We will obtain the capital required to purchase the securities of startups that apply for funding on our Platform and conduct our operations from the proceeds of this offering and any future offerings we may conduct and from any undistributed funds from our operations. For information regarding the anticipated use of the net proceeds from this offering, see “Use of Proceeds.”

In April 2018, the company received proceeds of $125,000 under a loan payable. The loan is due in a single installment of $125,000, plus simple interest of 10% per annum, on April 26, 2020. The note payable is unsecured and there are no pre-payment penalties. The proceeds will be used for operations and to pay for the costs associated with this offering. The note does not contain any conversion rights.

The company has not achieved positive earnings and operating cash flows to enable the company to finance its operations internally. Funding for the business to date has come primarily through the issuance of the April 2018 loan. As of April 30, 2018, the company had approximately $70,335 in cash on hand. We will require additional funding in the future to continue to operate in the normal course of business. Although we are still raising seed funding and are in the process of filing an offering statement under Regulation A, there is substantial doubt about the company’s ability to continue as a going concern.

In May 2018, the company launched a concurrent private placement to accredited investors of notes that are convertible into shares of Class B Common Stock, in reliance on Rule 506(c) under the Securities Act. The company is seeking to raise up to $5,000,000 in the private placement. The company has not yet issued any notes, but it plans to rely on the proceeds from the private placement to fund its operations beginning in the second half of 2018 prior to accepting subscriptions in this offering.

Although the company's objective is to increase its cash flow from raising funds through its crowdfunding efforts and from revenues from the sales of its products, as well as services, fees and interest income within the next few years sufficient to generate positive operating and cash flow levels, we cannot assure you that the company will be successful in this regard. The company may also need to raise additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. Funds on hand and any follow-on capital, if needed, will be used by the company to invest in its business, build out its platform, build products and services, fund its operations and create a positive cash flow. The need for additional capital may be adversely impacted by uncertain market conditions or timing of regulatory reviews. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we raise substantially less than $50,000,000 in gross offering proceeds in this offering, we will make fewer investments in startup businesses, resulting in less diversification in terms of the type, number and size of investments we make. Further, we will have certain fixed operating expenses, regardless of whether we are able to raise substantial funds in this offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to pay dividends or make distributions in the future.

Prior to the completion of this offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity (deficit) upon the completion of an offering or to expense if the offering is not completed. As of April 30, 2018, there were $30,000 in capitalized offering costs. This includes a $10,000 payment to Sageworks. The company will owe additional amounts to Sageworks related to this offering. See “Plan of Distribution.”

On April 24, 2018, the company entered into an employment offer letter with Byron Bennett. Under the terms of the offer letter Mr. Bennett receives a monthly stipend of $2,500 effective January 1, 2018. During the period from inception to April 30, 2018, included within consulting fees on the statement of operations was $10,000 paid to Mr. Bennett in connection with the monthly stipend. In addition, upon the raising of $1,000,000 in funding, Mr. Bennett will receive an annual salary of $150,000, increasing to $250,000 per year for the second and third years.

Effective May 1, 2018, the company entered into employment offer letter with Vincent Tuzzio and Robert Wald. Under the terms of the offer letters, Mr. Tuzzio will receive a stipend of $2,500 per month and Mr. Wald will receive a stipend of $6,000 per month until the company has secured at least $1,000,000 in funding, at which time each officer will receive an annual salary of $140,000, increasing to $225,000 for Mr. Tuzzio and $240,000 for Mr. Wald per year for the second and third years.

Effective June 1, 2018, the company entered into an employment offer letter with Barrett Hicken. Upon the company securing at least $1,000,000 in funding, Mr. Hicken will receive an annual salary of $140,000, increasing to $240,000 per year for the second and third years.

Effective June 1, 2018, the company entered into an employment offer letter with Carol Robbins. Under the terms of the offer letter, Ms. Robbins will receive a stipend of $2,500 per month until the company has secured at least $1,000,000 in funding, at which time Ms. Robbins will receive an annual salary of $140,000, increasing to $240,000 per year for the second and third years.

In May 2018, the founders, Byron Bennett and Barrett Hicken, committed to contributing a total of $5,000 for 28,666,666 shares of Class A Common Stock, which was subsequently paid.

Pursuant to their employment offer letters, the company will issue restricted shares of Class B Common Stock to Carol Robbins, Vincent Tuzzio, and Robert Wald as follows: a 3% equity stake in the company vested evenly over 2 years (vesting 1.5% each year) to Ms. Robbins; a 5% equity stake in the company vested evenly over 2 years (vesting 2.5% each year) to Mr. Wald; and a 3% equity stake in the company vested evenly over 2 years (vesting 1.5% each year) to Mr. Tuzzio.

If, after utilizing the existing sources of capital available to the company, further capital needs are identified and the company is not successful in obtaining the financing, we will conduct additional offerings to raise funds privately or publicly and could potentially be forced to curtail our existing or planned future operations.

We plan to continue to develop the Platform and market our services as follows: (1) networking and pay per click advertising for investors, and (2) networking, engaging with entrepreneur groups, startup groups and investment clubs, visiting colleges, and conducting affiliate marketing for applicants. Our key performance indicators will be shareholder participation in monthly voting, number of companies funded per month, and revenues from fees, interest income, data and product sales, and returns on investments.

CWT will invest in up to 3 startup businesses per month depending on the level of funding that it raises. Initially, the company will aim to invest $250,000 in 1 startup business per month. At the end of each month, the company will assess the feasibility of increasing the number of startups in which it will invest each month. Factors that will influence our decision will include the amount of proceeds raised in the offering and the concurrent private placement, cash available to invest and compliance with exemptions under the Investment Company Act, as well as the company’s operating and other expenses. When feasible, the company intends to increase the number of startup businesses that it invests in to 2, then 3 startups per month.

We will compensate Specialists starting at $10,000 per year and Advisors and Directors starting at $20,000 per year, and we expect to begin paying them within six months after we commence operations. Assuming we have 10 Specialists, 2 Advisors, and 3 Directors (other than Byron Bennett and Barrett Hicken), the company will be paying $200,000 per year to Advisors, Specialists, and Directors, not including bonuses. Bonuses will be paid in options to purchase Class B Common Stock. See “Compensation of Directors and Executive Officers.”

We also intend to sponsor a monthly telethon-style pitch event for donations at a cost of $500 per applicant. Applicants would submit company information, pitch decks and explainer videos to be screened and reviewed by a panel of Specialists and a moderator. Winners will also receive $10,000 from CWT and be approved for entry to the Platform.

At such time that we raise at least $1,000,000 in the private placement of notes or this offering, we will be obligated to start paying salaries to our executive officers as required by their employment offer letters. This will result in significant increases in compensation and benefits over the first three years of operations. See “Compensation of Directors and Executive Officers.”

We will seek to introduce a new solution every 18 to 24 months. One solution under consideration is a clearing house for managing loan referrals between the banking system and alternative lenders similar to LendingTree, which we anticipate would generate referral fees.

If we raise less than the maximum amount of financing sought in this offering, we would need to seek more funds to complete these projects after 12 months.

We believe core operating costs will remain fairly consistent over the next year, but salaries will increase as we hire additional executives and employees, meet our obligations under existing employment offer letters, and bring on Advisors and Specialists. Legal, insurance, and other administrative expenses will be incurred in the normal course of start-up and operation.

Assuming that the maximum amount of financing sought in this offering is raised, over the next 12 months the company intends to

Whether additional funding would be required to complete any or all of the projects listed after 12 months is unknown.

The company’s executive officers, directors, and significant employees are as follows*:

*At this time, we do not have any significant employees beyond our executive team.

Byron Bennett is currently our President and Chief Executive Officer. He has served in those positions since founding the company in January 2018. Prior to founding the company, he was the Chief Executive Officer for Springtime Solutions, Inc., a loan aggregation and referral platform, from January 2014 to September 2017. In that position, he oversaw the company’s planning, execution, and management team. From March 2016 to present, he has also served as Chief Executive Officer and President of Next Gen Stories, a platform for publishing children’s short-stories. From October 2011 to February 2013, he was the Chief Executive Officer and President of The Chocolate Library, a one-stop-shop retailer of gourmet chocolate that Byron opened in New York City. Byron holds a BS degree in economics and entrepreneur management from the Wharton School of the University of Pennsylvania.

Barrett Hicken is currently our Chief Operating Officer. He has served in that position since founding the company in January 2018. He is currently the owner of Westron Systems, LLC and has been since he took over ownership in March 2013. Westron Systems, LLC represents Industrial Power Transmission Manufactures in the United States; these manufacturers produce pre-engineered speed reducers, gearmotors, and electrical motors for the industrial power transmissions industry. From January 2007 to March 2013, he was the Vice President of Strategic and Corporate Development Partnerships at WebBank and was responsible for the identification, selection, and due diligence, of these prospective partners. Barrett holds an MBA from Webster University - School of Business & Technology and BS degree in economics from the University of Utah.

Carol E. Robbins is currently our Chief Marketing Officer. She began serving in this position in May 2018. Prior to joining Collective Wisdom Technologies, Carol has been the Principal of CER Consulting Services, beginning in January 2015. In this role, she has been providing branding, marketing and business development services to Mid-Market Securities, an investment bank, and Precision Approach Marketing, a firm that raises capital for alternative investments and startup businesses. Prior to this position, Carol was appointed President of Adler Branding and Marketing Services in Manhattan from January 2014 to January 2015. And, prior to that role, Carol held many marketing leadership positions at Prudential Financial from January 1997 to December 2013. She also held a leadership position for Dryden Wealth Management, a Prudential business, headquartered in London and located in 7 countries in Europe and Asia. Carol holds a BA in History from Barnard College and an MBA with a focus in Marketing and Management from Columbia Business School.

Robert Wald is currently our Chief Technology Officer. He has served in that position from March 2018 to the present date. Prior to joining us, he was a Business Process Management and Database specialist contracting through Avio Consulting, LLC from September 2010 until February 2018 with clients including Fox Television, Thompson Reuters, Horizon Healthcare, and the City of New York and was responsible for architecting a variety of large-scale systems. From June 2015 until July 2016 he was a contractor for Credit-Suisse Client Services. From June 2006 until September 2010 he was a Vice President at JP Morgan. He attended Princeton University and holds a B.S. in computer science from Rutgers University.

Vincent Tuzzio is currently our Chief Financial Officer. He has served in that position from May 1, 2018 to present. Prior to joining the company, he was the interim CFO for Ballet Makers, Inc., a global manufacturing, retail and distribution company with revenues in excess of $100 million from November 2016 to November 2017. He was entirely responsible for the accounting and finance for all divisions, reduced operating expenses by $1.5 million, and was involved in the migration of their accounting system to Sage ERP X3. He also has prior experience as a CFO and EVP of Samaserve LLC from 2012-2016. He holds a B.S. in Business and Accounting from Montclair State University.

James Sowers is a director of the company. He has served in that position from May 2018 to the present date. Prior to joining us, he was chief executive officer of Crypto Specialist LLC from July 2017 to present. From May 2017 to present, he has also served as Director of Greater Good Society LLC. From March 2012 through July 2017, James was not employed. James has an AA degree in businesses administration from Dundalk Community College.

Hrant Antreasyan is a director of the company, and unofficially advised the company beginning in January 2018. With an extensive background in real estate along with a past family textile business of retail/wholesale, he possesses an extensive knowledge and insight into day-to-day business operations as well as a longer-term outlook, and he adds strategic value to unique situations. From 1985 to present, he has served as a principal of Hye Holdings Real Estate and Law Services, a real estate services company, where he has opened numerous doors, facilitated introductions, and currently provides guidance at all levels as a consultant. He has attended Bernard M. Baruch College, earning a BBA in Business/Marketing-Management and an MBA in Finance, graduating summa cum laude.

The company does not currently have any Advisors. As of the date of this Offering Circular, we have only 1 Specialist. We plan to add Advisors and Specialists following qualification of this offering.

Specialists will be compensated starting at $10,000 per year, and Advisors will be compensated starting at $20,000 per year. The minimum commitment for Specialists and Advisors will be to cast 100 votes on the Platform per year with a minimum of 5 votes per month. In addition to the cash compensation and the options, we will pay Specialists and Advisors bonuses on a performance basis. Bonuses will be paid in options to purchase Class B Common Stock. Bonuses will be determined by the Board and will take into account factors such as the degree to which a Specialist or Advisor meets or exceeds the parameters of the minimum commitment, participates in Deadline Day Events, and participates in future Monthly Pitch Events. See “Compensation of Directors and Executive Officers.”

The company was formed in April 2018. For the fiscal year ending December 31, 2018, we expect to compensate our directors and executive officers as follows:

* Assumes the company will secure at least $1,000,000 in funding by July 1, 2018 and can begin paying full salaries at that time. The company paid Byron Bennett $10,000 from inception through April 30, 2018. From May 1, 2018 through June 30, 2018, the company is paying Byron Bennett and Vincent Tuzzio $2,500 stipends per month, and the company is paying Robert Ward a $6,000 stipend per month. Beginning on June 1, 2018, the company is paying Carol Robbins a $2,500 stipend per month. The company will not pay Barrett Hicken a stipend.

** The company plans to issue shares of Class B Common Stock to Carol Robbins, Robert Wald, and Vincent Tuzzio in 2018, but the shares will not vest until 2019 and 2020. Mr. Robbins will receive a 3% equity stake in the company vested evenly over 2 years (vesting 1.5% each year). Mr. Wald will receive a 5% equity stake in the company vested evenly over 2 years (vesting 2.5% each year). Mr. Tuzzio will receive a 3% equity stake in the company vested evenly over 2 years (vesting 1.5% each year). The company has reserved 3,153,333 shares of Class B Common Stock for issuance in connection with these obligations.

When the company secures at least $1,000,000 in funding, the company will begin paying full annual salaries for the executive officers. Byron Bennett will be paid $150,000 for the first year and $250,000 per year for the second and third years; Barrett Hicken will be paid $140,000 for the first year and $240,000 per year for the second and third years; Robert Wald will be paid $140,000 in for the first year and $240,000 per year for the second and third years; Vincent Tuzzio will be paid $140,000 for the first year and $225,000 per year for the second and third years; and Carol Robbins will be paid $140,000 per year for the first year and $240,000 per year for the second and third years.

We do not intend to compensate Byron Bennett and Barrett Hicken for their roles as directors. We plan to compensate the remaining directors with $20,000 per year and options under the same structure as Advisors (see below).

The company is building a network of Advisors and area Specialists who will help it evaluate applicants, and it has established an equity-based compensation framework to incentivize them to participate in the Platform’s activities.

Specialists will be compensated starting at $10,000 per year, and Advisors will be compensated starting at $20,000 per year. The minimum commitment for Specialists and Advisors will be to cast 100 votes on the Platform per year with a minimum of 5 votes casted per month. In addition to the cash compensation and the options, we will pay Specialists and Advisors bonuses on a performance basis. Bonuses will be paid in options to purchase Class B Common Stock. Bonuses will be determined by the Board and will take into account factors such as the degree to which a Specialist or Advisor meets or exceeds the parameters of the minimum commitment, participates in Deadline Day Events, and participates in future Monthly Pitch Events.

The following table sets out, as of June 15, 2018, the voting securities that are owned by our executive officers, directors and other persons holding more than 10% of any of the company’s classes of voting securities.

On April 16, 2018, the company executed a promissory note promising to reimburse Juli R. Rasmussen the principal balance of $125,000 and all accrued and unpaid interest thereon by April 16, 2020. The interest rate on the note is 10%. In May 2018, the company issued 860,000 shares of Class B Common Stock to Ms. Rasmussen for future services to the company.

On May 25, 2018, the company issued 14,333,333 shares of Class A Common Stock to each of Byron Bennett and Barrett Hicken. Mr. Bennett and Mr. Hicken are directors and officers of the company.

CWT’s authorized capital stock consists of 50,000,000 total shares, of which 28,666,667 shares are Class A Common Stock with a par value of $0.00001 per share, 6,333,333 shares are Class B Common Stock with a par value of $0.00001 per share, and 15,000,000 shares of Class C Common Stock with a par value of $0.00001 per share. As of June 15, 2018, 28,666,666 shares of Class A Common Stock and 860,000 shares of Class B Common Stock were outstanding. In addition, 3,153,333 shares of Class B Common Stock are reserved for issuance pursuant to employment offer letters. See “Compensation of Directors and Executive Officers.” In May 2018, the company launched a concurrent private placement to accredited investors of notes that are convertible into Class B Common Stock. The company has not yet issued any notes.

The following summarizes the most important terms of CWT’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of its Certificate of Incorporation, as amended, Bylaws, and Stockholders Agreement, copies of which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of CWT’s capital stock, you should refer to the amended Certificate of Incorporation and Bylaws of the company and to the applicable provisions of Delaware law.

Each holder of Class A Common Stock and Class B Common Stock shall be entitled to ten (10) votes for each share of Class A Common Stock or Class B Common Stock held by such holder as of the applicable record date. Except as otherwise expressly provided herein or as required by law, the holders of Class A Common Stock, the holders of Class B Common Stock and the holders of Class C Common Stock will vote together as one class on all matters (including the election of directors) submitted to a vote or for the written consent of the shareholders of the company.

Holders of Class A Common Stock and Class B Common Stock have agreed (and will agree) to vote their shares pursuant to the terms of the Shareholders Agreement such that Byron Bennett is entitled to designate 2 members of the Board of Directors, Barrett Hicken is entitled to designate one member, and the holders of Class B Common Stock are entitled to designate one member. See “Shareholders Agreement.”

Except as required by law, holders of CWT’s Class A Common Stock and Class B Common Stock have no dividend or distribution rights. CWT has never declared nor paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Except as required by law, holders of CWT’s Class A Common Stock and Class B Common Stock have no rights with respect to the subdivision or combination of their shares.

Under certain conditions set forth in the Shareholders Agreement, holders of Class A Common Stock and Class B Common Stock have a drag-along right to sell their shares in the event that holders of at least 50% of the outstanding voting power of the Common Stock on a fully-diluted and as-converted basis approve a sale of the company. See “Shareholders Agreement.”

Holders of Class A Common Stock and Class B Common Stock are subject to certain transfer restrictions, other than select permitted transfers to immediate family members and affiliates. Under certain conditions, the company has a right of first offer to purchase shares that a party seeks to transfer, and the holders of Class A Common Stock and Class B Common Stock have subsequent rights to purchase the remaining shares. See “Shareholders Agreement.”

The transfer of stock is governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Registration of transfers of shares of the company shall be made on the books of the company upon request of the registered holder or the holder’s attorney, and, if certificated, upon the surrender of the property endorsed certificate(s) for such shares.

Except as otherwise set forth in the Shareholders Agreement, holders of CWT’s Class A Common Stock and Class B Common Stock have no preemptive, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the Class A Common Stock or Class B Common Stock.

Each holder of Class C Common Stock shall be entitled to one (1) vote for each share of Class C Common Stock held by such holder as of the applicable record date. Except as otherwise expressly provided herein or as required by law, the holders of Class A Common Stock, the holders of Class B Common Stock and the holders of Class C Common Stock will vote together as one class on all matters (including the election of directors) submitted to a vote or for the written consent of the shareholders of the company

Except as required by law, holders of CWT’s Class C Common Stock have no dividend or distribution rights. CWT has never declared nor paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Except as required by law, holders of CWT’s Class C Common Stock have no rights with respect to the subdivision or combination of their shares.

The subscription agreement that investors will execute in connection with the offering contains a “drag-along provision” related to the sale of the company. Investors who purchase Class C Common Stock agree that, if a majority of the outstanding voting power of the Common Stock on a fully-diluted and as-converted basis approve a sale of the company, then such holders of Class C Common Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the company and deliver any documentation or take other actions reasonably requested by the company or other holders in connection with the sale. Transferees of investors in this offering must agree to the terms of the drag-along provision.

Holders of CWT’s Class C Common Stock have no preemptive, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the Class C Common Stock.

The company has entered into a Shareholders Agreement, with the founders of the company Byron Bennett and Barrett Hicken (the “Founders”), and present and future holders of its Class B Common Stock. All employees, Advisors and Specialists will be required to become parties to the agreement at the time the company first issues to them shares of Class B Common Stock.

The parties to the agreement agree to certain transfer restrictions, other than certain permitted transfers to immediate family members and affiliates (“Permitted Transferees”). So long as the Founders and/or their Permitted Transferees own more than 50% of the shares of the company on a fully diluted and as-converted basis, the company has a right of first offer to purchase all or a portion of any shares that a party seeks to transfer (the “Offered Shares”) to a third party purchaser other than its Permitted Transferees. In the event the company does not elect to purchase any or all of the Offered Shares, each other shareholder party to the agreement has the right to purchase its pro rata share of the Offered Shares. In the event that not all shareholders party to the agreement elect to purchase their pro rata share of the Offered Shares, the shareholders who do exercise their right of first offer are entitled to purchase the remaining Offered Shares before they may be sold to the third party purchaser. Any sale to a third party is conditioned on the third party purchaser agreeing to be bound by the terms of the Shareholders Agreement.

So long as the Founders and/or their Permitted Transferees own more than 50% of the shares of the company on a fully diluted and as-converted basis, parties to the Shareholders Agreement have a drag-along right to sell their shares in the event that holders of at least 50% of the outstanding voting power of the Common Stock on a fully-diluted and as-converted basis approve a sale of the company.

The Founders and the shareholders party to the agreement agree that the Board of Directors will consist of 5 members and the parties agree to vote their shares to achieve the structure of the Board of Directors as set forth in the agreement. The agreement states that Byron Bennett is entitled to designate 2 members of the Board of Directors, initially Byron Bennett and Hrant Antreasyan; Barrett Hicken is entitled to designate one member, initially Barrett Hicken, the holders of Class B Common Stock are entitled to designate one member, initially James Sowers; and that the remaining initial member is Carol Robbins.

In May 2018, the company launched a concurrent private placement to accredited investors of notes that are convertible into shares of Class B Common Stock, in reliance on Rule 506(c) under the Securities Act. The company is seeking to raise up to $5,000,000 in the private placement. The company has not yet issued any notes, but it plans to rely on these funds prior to accepting subscriptions in this offering.

The notes will have a 25% discount and a 7% interest rate, and have a maturity date of 18 months from the date of issuance.

The notes will convert into shares of Class B Common stock upon the first closing in this offering. We assume the private placement will be completed prior to qualification of this offering.

The company is offering up to 10,000,000 shares of Class C Common Stock on a “best efforts” basis. The cash price per share of Class C Common Stock is initially set at $5. The minimum investment is 100 shares, or $500.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the company’s website, www.collectivewt.com, on a landing page that relates to the offering.

We will publicly market the offering using general solicitation through methods that include emails to potential investors, online advertisements, and press releases. We will use our website, www.collectivewt.com, blogs, and pay per click on Google, Facebook, LinkedIn, and other social media to provide notification of the offering. Persons who desire information will be directed to a landing page describing the offering and operated by the company.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by wire transfer, credit card, or ACH. The subscription agreement requires investors to answer certain questions to determine compliance with the investment limitation set forth in the securities laws, disclose that the securities will not be listed on a registered national securities exchange upon qualification, and that the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead. The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act.

The company has engaged Sageworks, a broker-dealer registered with the SEC and a member of FINRA, as a referring broker-dealer to perform the following functions in connection with this offering:

As compensation for the services listed above, the company has agreed to pay Sageworks approximately $28,000 in one time set up fees, consisting of a $10,000 agreement fee, a $10,000 integration fee, and approximately $8,000 for fees to be paid to FINRA, plus a commission equal to 1% of the amount raised in the offering to support the offering once the SEC has qualified the Offering Statement and the offering commences. Assuming that the offering is open for 12 months, the company estimates that total fees due to pay Sageworks would be $528,000 for a fully-subscribed offering. The company also intends to pay Worldpay Group Plc a payment processing fee equal to 4.5% of the dollar amount of credit card purchases it processes; the company estimates that approximately 80% of the amount raised will be paid via credit card. These assumptions were used in estimating the fees due in the “Use of Proceeds.”

Integral Transfer Agency USA Inc. will serve as transfer agent (“Transfer Agent”) to maintain stockholder information on a book-entry basis. Transfer Agent will charge the company $250 per month for these services.

After the SEC has qualified the Offering Statement, the company will accept tenders of funds to purchase the Class C Common Stock. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Each time the company accepts funds is defined as a “Closing”. The offering will terminate at the earlier of: (1) the date at which the maximum offering amount of $50,000,000 has been sold, (2) one year from the date upon which the SEC qualifies the Offering Statement of which this Offering Circular forms a part, or (3) the date at which the offering is earlier terminated by the company at its sole discretion.

In order to invest you will be required to subscribe to the offering via the company’s website and agree to the terms of the offering and the subscription agreement.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on other equity and debt offerings, including the concurrent private placement, and/or cash on hand.

We have audited the accompanying financial statements of Collective Wisdom Technologies, Inc. (a Delaware corporation), which comprise the balance sheet as of April 30, 2018, and the related statements of operations, stockholders’ deficit, and cash flows for the period from April 11, 2018 (“Inception”) to April 30, 2018, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Collective Wisdom Technologies, Inc. as of April 30, 2018, and the results of its operations and its cash flows for the period from Inception to April 30, 2018 in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, certain conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Collective Wisdom Technology, Inc. (“CWT” or the “Company”) is a start-up company incorporated on April 11, 2018, ("Inception") in the state of Delaware. The Company intends to operate in the States of Utah and New York. CWT provides scalable technology driven solutions that starts with a unique platform for evaluating and funding seed stage companies.

CWT is poised to provide investors with greater access to quality deal flow and better returns by using the wisdom of the crowd to select investments in start-ups and early stage companies and to give those companies a competitive advantage through access to a community of stakeholders that include mentors, service providers, investors, and end users.

The Company has not commenced revenue generating activities. The Company’s business and operations are sensitive to general business and economic conditions in the United States. and worldwide, along with governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments may also include: economic recessions, trends in crowdfunding, investor perception in the market, lessened interest in investing in crowdfunding platforms and other such risks that could have a material adverse effect on the Company’s financial condition and the results of its operations.

The Company currently has no sales and marketing and is still in the process of raising the balance of seed funding and completing the filing requirements for Regulation A under the Securities Act of 1933, as amended (“Regulation A”). The Company will incur substantial additional expenses when we begin the marketing of our current and future platform, as well as expenses to build said platform. In addition, the Company will compete with companies that currently have extensive and well-funded operations in crowdfunding and established portfolio companies. We believe that funding through Regulation A, investing in portfolio companies and funding operations will commence in the second half of 2018.

The Company’s industry is characterized by rapid changes in technology and investor demands for qualified investments. The competitive landscape to raise funds and operate a crowdfunding company are additional inherent risks. The Company’s future success will depend on its ability to raise the capital necessary to operate its platform, adapt to technological advances, meet investor demands, properly vet applicants offer innovative companies for investment and develop new products and services on a cost-effective basis. Further, the Company’s platform, products and services must remain competitive with those of other companies with substantially greater resources. In addition, we may not have adequate capital resources to further the development of our platform, products and services.

The accompanying financial statements have been prepared on a basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is defined as a start-up company which carries a significant amount of risk.

The Company has not generated any revenues from product or service sales as of April 30, 2018. The Company has not achieved positive earnings and operating cash flows to enable the Company to finance its operations internally. Funding for the business to date has come primarily through the issuance of a debt security. We will require additional funding in the future to continue to operate in the normal course of business. Although we are still raising seed funding and are in the process of filing an offering statement under Regulation A, there is substantial doubt about the Company’s ability to continue as a going concern.

Although the Company's objective is to increase its cash flow from raising funds through its crowdfunding efforts and from revenues from the sales of its products, as well as services, fees and interest income within the next few years sufficient to generate positive operating and cash flow levels, there can be no assurance that the Company will be successful in this regard. The Company may also need to raise additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. The Company intends to use the proceeds from the proposed Regulation A offering to fund the Company starting in the second half of 2018. Funds on hand and any follow-on capital, if needed, will be used to invest in its business, build its platform, build out products and services, and fund its operations and create a positive cash flow. The need for additional capital may be adversely impacted by uncertain market conditions or timing of regulatory reviews. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”).

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

The Company’s financial instruments consist primarily of cash and cash equivalents with original maturities of three months or less and certificates of deposit with original maturities greater than three months. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.

The Company accounts for offering costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ deficit upon the completion of an offering or to expense if the offering is not completed. As of April 30, 2018, there were $30,000 in capitalized offering costs.

The Company will recognize revenues from application fees and sales of products when (a) persuasive evidence that an agreement exists; (b) the service has been performed or the product has been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of FASB ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option or warrant vesting period.

The Company measures compensation expense for its non-employee stock-based compensation under FASB ASC 505-50, Equity-Based Payments to Non-Employees. The fair value of the award issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock and/or the calculated value based on inputs to the Black-Scholes model on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity award is charged directly to stock-based compensation expense and credited to additional paid-in capital.

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company has elected a December 31st year end. As of April 30, 2018, there were no deferred taxes as all would have had a full valuation allowance. In addition, as of April 30, 2018, no tax filings were due nor were there any tax examinations in progress.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which significantly changes the accounting for operating leases by lessees. The accounting applied by lessors is largely unchanged from that applied under previous guidance. The new guidance requires lessees to recognize lease assets and lease liabilities in the balance sheet, initially measured at the present value of the lease payments, for leases which were classified as operating leases under previous guidance. Lease cost included in the statement of income will be calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Lessees may make an accounting policy election to exclude leases with a term of 12 months or less from the requirement to record related assets and liabilities. The new standard is effective for public companies for fiscal years beginning after December 15, 2018. The Company does not expect the adoption of this standard to have a material impact on its results of operations or cash flow; however, the Company has not determined the impact the adoption of this new standard will have on its financial position.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

In April 2018, the Company received proceeds of $125,000 under a loan payable. The loan is due in a single installment of $125,000, plus simple interest of 10% per annum due on April 26, 2020. The note payable is unsecured and there are no pre-payment penalties. The proceeds will be used for operations and the costs of the Company's anticipated Regulation A offering. The note was transacted with an unrelated party and does not contain any conversion rights.

On April 24, 2018, the Company entered into an employment offer letter with the Chief Executive Officer (“CEO”). Under the terms of the offer letter, the CEO receives a monthly stipend of $2,500 effective January 1, 2018. During the period from Inception to April 30, 2018, included within consulting fees on the statement of operations was $10,000 paid to the CEO in connection with the monthly stipend. In addition, upon the raising of $1.0 million in funding, the CEO receives an annual salary of $150,000 increasing to $250,000 in years two and three.

In April 2018, the Company entered into an agreement with a broker dealer. Under the terms of the agreement, the Company made an initial payment of $10,000 and is required to make various additional payments as funding progresses. In addition, the broker-dealer is to receive a fee equal to one percent (1%) of the amount of capital raised under Regulation A and other offerings.

Subsequent to April 30, 2018, the Company amended its certificate of incorporation such that it is authorized to issue three classes of stock that will be designated, respectively, “Class A Common Stock,” “Class B Common Stock,” and “Class C Common Stock.” The total number of shares of stock that the Company has authority to issue is 50,000,000 shares, consisting of 28,666,667 shares of Class A Common Stock, $0.00001 par value per share, 6,333,333 shares of Class B Common Stock, $0.00001 par value per share, and 15,000,000 shares of Class C Common Stock, $0.00001 par value per share. Class A and Class B Common shareholders are entitled to ten (10) votes per share and Class C Common shareholders are entitled to one (1) vote per share.

Subsequent to April 30, 2018, 28,666,666 shares of Class A Common Stock were issued to the founders of the Company. The founders committed to contributing a total of $5,000.

Refer to Note 6 for discussion of the Company’s amendment to its certificate of incorporation and issuance of shares subsequent to April 30, 2018.

Effective on various dates subsequent to April 30, 2018, the Company entered into offer letters with four of its officers. In addition, upon the raising of $1.0 million in funding, these officers will receive annual salaries totaling $560,000, increasing to $945,000 in years two and three. Prior to raising $1.0 million in funding, the total monthly stipend payable to these officers is $11,000. The Company is committed to issue 3,153,333 shares of Class B Common Stock to 3 of these officers. The restricted shares vest over two years. None of these restricted shares have been issued as of the date the financial statements were available to be issued.

During May 2018, the Company entered into an agreement to issue 860,000 shares of Class B Common Stock to its noteholder for future services.

In May 2018, the Company launched a concurrent private placement to accredited investors of notes that are convertible into shares of Class B Common Stock. The Company is seeking to raise up to $5,000,000 in the private placement. The Company has not yet issued any notes.

In June 2018, the Company entered into an tentative agreement with Worldpay Group Plc and agreed to pay a payment processing fee equal to 4.5% of the dollar amount of credit card purchases it processes; the Company estimates that approximately 80% of the amount raised via the 1-A offering will be paid via credit card. The agreement isn't in effect until the proposed 1-A offering is effective.

The Company has evaluated subsequent events through June 21, 2018, which is the date the financial statements were available to be issued.

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 21, 2018.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

	Price to Public		Broker-Dealer discount and commissions*		Proceeds to issuer
Per share/unit	$	5.00	$	0.05	$	4.95
Total Maximum	$	50,000,000	$	500,000	$	49,500,000

Summary	1
Risk Factors	3
Dilution	9
Use of Proceeds	11
The Company’s Business	12
The Company’s Property	19
Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Directors, Executive Officers and Significant Employees	23
Compensation of Directors and Officers	26
Security Ownership of Management and Certain Securityholders	27
Interest of Management and Others in Certain Transactions	27
Securities Being Offered	28
Plan of Distribution	31
Financial Statements	F-1

Funding Level	100% of Shares Sold			75% of Shares Sold			50% of Shares Sold			25% of Shares Sold
Offering Price	$	5.00		$	5.00		$	5.00		$	5.00
Net tangible book value per share of Common Stock before the offering	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Pro forma net tangible book value per share of Common Stock	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Dilution to investors in this offering	$	5.00		$	5.00		$	5.00		$	5.00
Dilution as a percentage of the offering price		100	%		100	%		100	%		100	%

Amount raised	$	12,500,000	$	25,000,000	$	37,500,000	$	50,000,000
Offering Expenses	$	896,000	$	1,658,500	$	2,421,000	$	3,183,500
Net proceeds to Issuer	$	11,604,000	$	23,341,500	$	35,079,000	$	46,816,500
Development Expenses (10%)	$	1,160,500	$	2,334,000	$	3,508,000	$	4,681,500
Investments (30%)	$	3,481,000	$	7,002,500	$	10,523,500	$	14,045,000
Operating Expenses (50%)	$	5,802,000	$	11,671,000	$	17,539,500	$	23,408,500
Reserves (10%)	$	1,160,500	$	2,334,000	$	3,508,000	$	4,681,500

	1.	Logo
	2.	Tagline (up to 150 characters)
	3.	Executive Summary of the plan/project (maximum of two pages)
	4.	Team Biographies (recommended 350-500 words each, plus LinkedIn profiles)
	5.	Business Plan (maximum 25 pages)
	6.	Financial Projections (maximum 10 pages, including cash flow summary, income statement, balance sheet, breakeven analysis, and other relevant pro forma statements)
	7.	The Funding Amount Being Sought (at least $500,000)
	8.	Equity Offered (at least 10%)
	9.	Video (maximum five minutes)
	10.	Strengths, Weaknesses, Opportunities, and Threats (“SWOT”) Analysis (1 page)

	1.	$250,000 from CWT
	2.	The balance of their funding from the Accredited Investors that indicated interest to co-invest in the Candidate
	3.	Mentors from the shareholders that opted in to their Mentor pool (Top 5 from each round)
	4.	Discounts with the Service Providers that opted in to their Service Provider pool
	5.	Video sessions with the Management Team, Investors, and Mentors
	6.	Quarterly progress assessments by the Team, Investors, and Mentors
	7.	A 24/7 live page with results, press, assessments and comments forums
	8.	A Support Community including a monthly CEO forum
	9.	Exposure and publicity

Name	Position	Age	Term of Office (if indefinite, date appointed)	Approximate hours per week (if part- time)/full-time
Officers:
Byron Bennett	Co-Founder, President, Chief Executive Officer	45	Appointed to indefinite term of office. April 11, 2018	Full-time
Barrett Hicken	Co-Founder, Chief Operating Officer, Secretary	55	Appointed to indefinite term of office. April 11, 2018	Full-time
Robert Wald	Chief Technology Officer	51	Appointed to 3-year term of office. May 1, 2018	Full-time
Vincent Tuzzio	Chief Financial Officer	61	Appointed to 3-year term of office. May 1, 2018	Full-time
Carol Robbins	Chief Marketing Officer	66	Appointed to 3-year term of office. June 1, 2018	Full-time
Directors:
Byron Bennett	Director	45	Appointed to indefinite term of office. April 11, 2018
Barrett Hicken	Director	55	Appointed to indefinite term of office. April 11, 2018
Hrant Antreasyan	Director	59	Appointed to indefinite term of office. June 1, 2018
James Sowers	Director	44	Appointed to indefinite term of office. June 1, 2018
Carol Robbins	Director	66	Appointed to indefinite term of office. June 1, 2018

Name	Capacities in which compensation will be received		Cash compensation ($) *		Other compensation ($) **		Total compensation ($)
Byron Bennett		President, Chief Executive Officer	$	90,000		0	$	90,000
Barrett Hicken		Chief Operating Officer	$	70,000		0	$	70,000
Robert Wald		Chief Technology Officer	$	82,000		0	$	82,000
Vincent Tuzzio		Chief Financial Officer	$	75,000		0	$	75,000
Carol Robbins		Chief Marketing Officer	$	72,500		0	$	72,500

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Class A Common Stock	Byron Bennett	14,333,333 shares	N/A		50	%
Class A Common Stock	Barrett Hicken	14,333,333 shares	N/A		50	%
Class A Common Stock	Officers and Directors (2 persons)	28,666,666 shares	N/A		100	%
Class B Common Stock (1)	Juli Rasmussen	860,000 shares	N/A		100	%(2)

	Page

Independent Auditors’ Report	F-3

Balance Sheet	F-4

Statement of Operations	F-5

Statement of Stockholders’ Deficit	F-6

Statement of Cash Flows	F-7

Notes to the Financial Statements	F-8

Assets
Current Assets:
Cash	$	70,335
Deferred Offering Costs		30,000
Prepaid Expenses and Other Current Assets		4,485
Total Current Assets		104,820

Total Assets	$	104,820

Liabilities and Stockholders' Deficit
Liabilities:
Current Liabilities:
Accrued Expenses	$	2,242
Total Current Liabilities		2,242
Loan Payable		125,000
Total Liabilities		127,242

Common Stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding as of April 30, 2018 (See Note 6)		-
Accumulated Deficit		(22,422	)
Total Stockholders' Deficit		(22,422	)

Total Liabilities and Stockholders' Deficit	$	104,820

Revenues	$	-

Operating Expenses:
Consulting Fees		20,000
Rent		2,242
Bank Fees		180
Total Operating Expenses		22,422

Loss Before Provision for Income Taxes		(22,422	)
Provision for Income Taxes		-

Net Loss	$	(22,422	)

	Common Stock				Accumulated			Total Stockholders'
	Shares		Amount		Deficit			Deficit

Balance April 11, 2018 (Inception)		-	$	-	$	-		$	-
Net Loss		-		-		(22,422	)		(22,422	)
Balance April 30, 2018		-	$	-	$	(22,422	)	$	(22,422	)

Cash Flows from Operating Activities:
Net Loss	$	(22,422	)
Changes in Operating Assets and Liabilities:
Prepaid Expenses and Other Current Assets		(4,485	)
Accrued Expenses		2,242
Net Cash Used in Operations		(24,665	)

Cash Flows from Investing Activities:
Payment of Deferred Offering Costs		(30,000	)
Proceeds from Loan Payable		125,000
Net Cash Provided by Financing Activities		95,000

Net Increase in Cash		70,335
Cash at Beginning of Period		-
Cash at End of Period	$	70,335

	●	Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

	●	Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active

	●	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

2.1	Certificate of Incorporation

2.2	Certificate of Amendment of Certificate of Incorporation

2.3	Bylaws

3.	Shareholders Agreement*

4.	Form of Subscription Agreement*

6.1	Sageworks Capital, LLC Broker-Dealer Agreement*

6.2	Promissory Note dated April 16, 2018*

6.3	Byron Bennett Employment Offer Letter

6.4	Barrett Hicken Employment Offer Letter

6.5	Carol Robbins Employment Offer Letter

6.6	Robert Wald Employment Offer Letter

6.7	Vincent Tuzzio Employment Offer Letter

11.	Consent of Independent Auditor

12.	Opinion of CrowdCheck Law LLP*

/s/ Byron Bennett
Byron Bennett, Director, Chief Executive Officer
Date: June 21, 2018

/s/ Vincent Tuzzio
Vincent Tuzzio, Chief Financial Officer, principal accounting officer
Date: June 21, 2018

/s/ Barrett Hicken
Barrett Hicken, Director
Date: June 21, 2018

/s/ Carol Robbins
Carol Robbins, Director
Date: June 21, 2018

/s/ Hrant Antreasyan
Hrant Antreasyan, Director
Date: June 21, 2018

/s/ James Sowers
James Sowers, Director
Date: June 21, 2018