PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 29, 2023

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. WE MAY ELECT TO SATISFY OUR 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.

PLANET WEALTH, INC.

 

300 NW B Street, Suite 1

Bentonville, AR 72712

(479) 755-3460

THIS REGULATION A TIER 2 OFFERING CONSISTS OF UP TO 10,000,000 SHARES OF COMMON STOCK, INCLUDING 9,361,500 SHARES OF COMMON STOCK TO BE SOLD BY THE COMPANY AND 638,500 SHARES OF COMMON STOCK TO BE SOLD BY THE SELLING SHAREHOLDERS (THE “OFFERING”)

SEE “DESCRIPTION OF CAPITAL STOCK” AT PAGE 30.

	Price Per Share		Discounts and Commissions(1)		Proceeds to Company(2)(3)		Proceeds to Selling Shareholders(4)
Shares Offered by Company (9,361,500)	$	1.00		--	$	9,361,500		--
Shares Offered by Selling Shareholders (638,500)	$	1.00		--		--	$	638,500

(1) We have not engaged any broker-dealer, selling agent or finder to assist in the offering, nor has any Selling Shareholder. If, in the future, we choose to offer Shares through registered broker-dealers or a selling agent or if we agree to pay finders in connection with the offering, information about any such broker dealer, selling agent, or finder shall be disclosed in an amendment or supplement to this Offering Circular.

(2) Does not reflect expenses of the Offering, including marketing expenses, legal and accounting expenses, and other expenses. We expect the total expenses incurred in a fully-subscribed Offering to be approximately $500,000, all of which will be paid by the Company.

(3) Assumes all 9,361,500 shares are sold.

(4) Assumes all 638,500 shares are sold.

The Offering will commence within two calendar days after this offering circular has been qualified by the Securities and Exchange Commission. There is no minimum number of Shares that we must sell in order to conduct a closing in this Offering. If fewer than 10 million of the Shares are sold in the Offering, the Shares sold in the Offering will be allocated pro rata between the Company Shares and the Selling Shareholder Shares. The Offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the Offering is terminated by the Company at its sole discretion. At least every 12 months after this Offering has been qualified by the Securities and Exchange Commission, the Company will file a post-qualification amendment to include the Company’s recent financial statements.

This Offering is being conducted on a “best efforts” basis without any minimum offering amount pursuant to the Rules for Tier 2 offerings under Regulation A. The Company has not established an escrow account or engaged an escrow agent for the Offering. The Company will implement closings from time to time. After each closing, funds tendered by investors will be made available to the Company and the Selling Shareholders. After the initial closing, we expect to hold closings on at least a monthly basis. Upon the expiration or termination of the Offering, any funds proffered by investors on which we have not closed will be promptly returned to the investors, without deduction and without interest. See “Plan of Distribution.”

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)(a)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” located on page 5 for a discussion of certain risks that
you should consider in connection with an investment in our common stock.

To the extent authorized by Regulation A, the Company is following the Form S-1 disclosure requirements for smaller reporting companies.

TABLE OF CONTENTS

	Page
OFFERING CIRCULAR SUMMARY	1
RISK FACTORS	5
USE OF PROCEEDS	12
DETERMINATION OF OFFERING PRICE	13
DILUTION	14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
OUR BUSINESS	18
MANAGEMENT	26
EXECUTIVE COMPENSATION	27
RELATED PERSON TRANSACTIONS	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
DESCRIPTION OF CAPITAL STOCK	31
SHARES ELIGIBLE FOR FUTURE SALE	34
PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS	35
LEGAL MATTERS	41
EXPERTS	41
WHERE YOU CAN FIND ADDITIONAL INFORMATION	41
INDEX TO FINANCIAL STATEMENTS	F-1

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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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. THESE STATEMENTS 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 OCCURRING AFTER PUBLICATION OF THE FORWARD-LOOKING STATEMENTS OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

NOTE REGARDING REVERSE STOCK SPLIT

Effective on May 5, 2023, Planet Wealth, Inc. implemented a one-for-ten reverse split of its common stock. To facilitate comparative analysis, all statements in this Offering Circular regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to May 5, 2023, have been modified to reflect the effect of the reverse stock split on a pro forma basis.

TERMS USED IN THE OFFERING CIRCULAR

The “Company” or “Planet Wealth” refer to Planet Wealth, Inc. and its subsidiaries.

The “Offered Shares” refers to the aggregate of 10,000,000 Shares being offered in this Offering Circular, including 9,361,500 Shares being offered by the Company and 638,500 Shares being offered by the Selling Shareholders.

“SEC” refers to the U.S. Securities and Exchange Commission. 

“Shares” refers to shares of Planet Wealth Common Stock, $0.0001 par value.

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OFFERING CIRCULAR SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our common stock. Before making an investment decision, you should carefully read the entire Offering Circular, including the risks associated with an investment in the Company’s securities discussed in the “Risk Factors” section of this Offering Circular. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Statement Regarding Forward- Looking Statements” on the preceding page.

Overview

Planet Wealth, Inc. (“Planet Wealth” or the “Company”) is a Delaware corporation headquartered in Bentonville, Arkansas. On the Planet Wealth website the Company has constructed a complete ecosystem for capital formation. Individuals who register as Members of Planet Wealth will find on that website tools and facilities designed to enable the Members to pool their social and economic capital with other Members, launch businesses, and invest their assets and profits. Within the Planet Wealth ecosystem, an aspiring entrepreneur or an existing small or medium enterprise (“SME”) will find tools and services to support capital formation activities that are accessible, AI-enhanced, affordable, and governed by our core philosophy of inclusion.

The Planet Wealth website has not yet accepted Members, and so the Company has recorded no revenue to date. Our business plan anticipates that Planet Wealth will grow in value due to the synergy achieved by positioning Planet Wealth Members as both issuers and investors. The Company will grow its Membership by offering Members tools for capital formation and affiliate accretion for a modest fee. In turn, the Company expects to increase the activity of its offering platform by giving issuers access to an expanding pool of Member-investors and their affiliates. Then, in turn, the Membership rolls will increase with new Members attracted to the investment opportunities made available through Membership. Our goal, through this dynamic, is to develop an inclusive alternative to the exclusive control that the investment banking industry now wields over capital formation in America.

Recent Developments

We have completed the initial layout of the Planet Wealth website, including all of the content that will be available to the initial Members:

● Our LaunchPro suite of AI-enabled tools for designing a securities offering pursuant to SEC Regulation D or Regulation Crowdfunding;

● A menu of Turnkey businesses with industry-appropriate tools for capital formation;

● Our Marketing Suite to assist Members in soliciting Affiliate Members and promoting their securities offerings;

● A CrowdFunding platform for distribution of Member offerings;

● CapTable management services;

● SEC compliance notification service to alert issuers of filing due dates; and

● Shareholder communication services.

Our subsidiary, PW Capital, Inc., has developed a funding portal and registered as such with the Securities and Exchange Commission. If and when PW Capital is accepted for membership by FINRA, PW Capital will make the funding portal available for use by our Members and others in offering securities pursuant to Regulation Crowdfunding.

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Corporate Information

Planet Wealth, Inc. was incorporated on April 30, 2018 in the State of Delaware. Since its organization, the only business of Planet Wealth, Inc. has been development and integration of technology, tools and training devices to assist middle class entrepreneurs in creating business enterprises and obtaining the capital necessary for their enterprises to flourish. Our principal place of business is located at 300 NW B Street, Suite 1, Bentonville, AR 71712. Our corporate records are located at this address.

Our web address is www.planetwealth.com. There is no content on the public-facing website at this time. When content is added to the public-facing website, the information contained therein or accessible through our website will not be a part of this offering circular.

Selected Risk Factors Associated with our Business

A detailed discussion of the specific risks associated with an investment in our Common Stock is set forth in the “Risk Factors” section of this Offering Circular. Set forth below are summaries of risk factors that make an investment in our Common Stock particularly speculative.

● We are a development stage company with no revenue. We will not commence operations until this Offering is qualified.  It is, therefore, very difficult for investors to assess our future viability.

● We have not yet demonstrated that our Planet Wealth Community will attract and retain members. If our efforts to build a Planet Wealth Community fail, our business will be unsuccessful.

● There is no minimum amount that must be raised in this Offering before we accept subscriptions. The proceeds of this Offering, therefore, may be inadequate to fund the initiation of our business.

● We have only two full-time and two part-time employees. Our business is likely to fail if we are not able to secure the services of qualified managers and personnel with technological skills.

● The services that we will provide to the Planet Wealth Community are related to the sale and purchase of securities. Our services, therefore, will be subject to regulations on both the federal and the state level. If we fail to properly interpret the applicable regulations, we could be subject to censure and liability.

● The federal and state regulations applicable to securities offerings change frequently. Changes in regulations that apply to our business could restrict the breadth of services that we offer Members.

● Our involvement with our Members’ preparation of disclosure documents for offerings of securities could expose us to a risk of litigation arising from the offerings.

Implications of our Status as an Emerging Growth Company

We intend to file with the SEC a Registration Statement on Form 8-A, which will become effective when this Offering is qualified. The Form 8-A will make Planet Wealth subject to the ongoing reporting requirements mandated by the Rules adopted by the SEC pursuant to the Securities Exchange Act. As an issuer with less than $1.235 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under SEC Rules adopted pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”), and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

● will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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● will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

● will not be required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

● will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis; and

● will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that the Offering pursuant to this Offering Circular, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to the Regulation A exemption from the registration requirements. In addition, SEC Rules provide that we will cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

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THE OFFERING

Issuer:	Planet Wealth, Inc.
Securities offered by the Company:	Up to 9,361.500 shares of our common stock, par value $0.0001 per share. See the section entitled “Plan of Distribution.”
Securities offered by the Selling Shareholders	Up to 638,500 shares of our common stock, par value $0.0001 per share. See the section entitled “Plan of Distribution.”
Number of shares of common stock outstanding when the Offering is qualified:	36,539,862 Shares. (Includes shares to be issued on date Offering Circular is qualified by reason of conversion of debentures or debt premium.
Number of shares of common stock to be outstanding after the Offering:	45,901,362 Shares, if all Shares offered by the Company are sold. (Includes shares to be issued on date Offering Circular is qualified by reason of conversion of debentures or debt premium.
Price per share:	$1.00 per Share.
Best efforts offering	There is no minimum number of Offering Shares that we must sell in order to conduct a closing of this Offering.
Minimum offering amount:	300 Offering Shares
Trading market	There is no trading or listing market for the Shares. Ninety days after this Offering Circular is qualified, we will apply to list our Common Stock on the OTCQB. Thereafter we will uplist, when our circumstances qualify us for uplist.
Use of proceeds:	We currently intend to use the majority of the proceeds we receive from this Offering to advertise membership in the Planet Wealth Community. In addition, we intend to apply certain proceeds towards development of new products and services, leasing and buildout of executive offices, and working capital. See the section entitled “Use of Proceeds” for additional details regarding out intended use of proceeds.

Summary Financial Information

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included later in this Offering Circular.

Operating Data

	Six Months Ended August 31,			Year Ended February 28
	2023			2023			2022
Revenues	$	0		$	0		$	0
Operating Expenses		1,860,967			3,554,104			8,728,849
Other Expenses		221,172			367,489			116,156
Net Loss		(2,082,139	)		(3,921,593	)		(8,845,005	)
Deemed Dividend		--			--			(1,526,250	)
Net Loss Attributable to Common Stockholders		(2,082,139	)		(3,921,593	)		(10,371,255	)
Loss Attributable, Per Share	$	(0.24	)	$	(1.93	)	$	(5.86	)
Weighted Average Shares Outstanding		8,703,757			2,029,581			1,768,866

Balance Sheet Data

	August 31,			February 28
	2023			2023			2022
Cash	$	440,045		$	104,998		$	774,723
Total Assets		474,180			224,627			897,334
Total Liabilities		1,519,945			5,470,903			4,559,554
Stockholders’ Deficit	$	(1,045,765	)	$	(5,246,276	)	$	(3,662,221	)

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Offering Circular, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The occurrence of any of the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

RISKS ASSOCIATED WITH THE COMPANY’S BUSINESS

Our financial statements have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue as a going concern and our ability to obtain future financing.

Our financial statements for the periods ended February 28, 2023 and 2022 were prepared assuming that we would continue as a going concern. Nevertheless our financial statements expressed substantial doubt about our ability to continue as a going concern. We expect to continue to experience net losses until we have a commercial system in operation generating substantial revenue. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, generating sales of our products and services, or obtaining loans and grants from various financial institutions.

We will need to raise additional funds to execute our business plan. Additional financing may not be available to us on favorable terms, or at all. If we cannot raise needed funds on acceptable terms, our business and prospects may be materially adversely affected, and we may be unable to continue as a going concern. If we are unable to continue as a going concern, you may lose your entire investment.

The Company expects to experience future losses as it implements its business strategy and will need to generate significant revenues to achieve profitability, which may not occur. 

We have incurred net losses since our inception, as we have not yet initiated revenue-producing activities. We expect to continue to increase operating expenses as we implement our business strategy, which will include expenses of development, sales and marketing, and general and administrative expenses. As a result, we expect to incur additional losses and continued negative cash flow from operations for the foreseeable future. We will need to generate significant revenues to achieve profitability. We cannot assure you that we will ever generate sufficient revenues to achieve profitability. If we do achieve profitability in some future period, we cannot assure you that we can sustain profitability on a quarterly or annual basis in the future. In addition, we may not achieve profitability before we have expended the proceeds raised in this offering. If our revenues grow more slowly than we anticipate or if our operating expenses exceed our expectations or cannot be adjusted accordingly, our business, operating results and financial condition will be materially and adversely affected.

We have not yet demonstrated that our Planet Wealth Community will attract and retain members. If our efforts to build a Planet Wealth Community fail, our operations are unlikely to be profitable.

The foundation for our success will be a populous and robust Planet Wealth Community. Our entire business plan is premised on the power of numbers that the Community can bring to bear on the capital formation activities of Community members. Although the Planet Wealth Community will not provide all of the market for our products and services or for the securities offerings of our clients, it is likely that the existence of a robust Community will provide the efficiency that will make our activities economically viable.

We will initiate formation of the Planet Wealth Community soon after the initiation of this Offering. Our expectation is that the opportunity to share the effort at capital formation with a host of kindred spirits will attract membership. We expect that our marketing department will communicate our story in compelling terms that will quickly fill the ranks of our Community. But we have no experience to support our expectation.

Even after we populate the Planet Wealth Community, it will be crucial that we retain Members and that they retain their enthusiasm for our mission. Among the situations that could lead to poor retention of Members are:

● Members may find themselves unable to form a network of Affiliates adequate to support their capital formation activities.

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● Members may find their initial capital formation activities unrewarding.

● Members may see other Members’ capital formation activities failing, or may themselves lose money on an investment with an Affiliate, and develop a negative attitude toward Planet Wealth.

For these and other reasons, we may discover that insufficient numbers of our Members are willing to make the effort to achieve economic agency. If that occurs, it will be very difficult for our company to operate profitably.

A refusal by FINRA to approve the application of PW Capital, Inc. for membership in FINRA as a funding portal would likely have an adverse effect on our future revenue.

PW Capital, Inc., a wholly-owned subsidiary of Planet Wealth, has implemented the technology and information systems necessary to function as a funding portal in connection with securities offerings made pursuant to SEC Regulation Crowdfunding. As is required by Regulation Crowdfunding, PW Capital has applied for membership as a funding portal in the Financial Industry Regulatory Authority (“FINRA”), and its application is currently pending. FINRA has broad discretion to accept or reject applications for membership. FINRA could reject the application of PW Capital if FINRA was not satisfied with the management of PW Capital, its capital structure, its technology, its business plan, or for a wide range of other reasons.

If FINRA does not approve PW Capital’s application for membership, Planet Wealth will solicit a referral arrangement with an existing funding portal in which Planet Wealth would refer to the funding portal Planet Wealth Members who wish to make a securities offering in compliance with Regulation Crowdfunding. We do not know whether such an arrangement could be made on satisfactory terms. If not, then a denial by FINRA of PW Capital’s membership application would likely diminish our revenues.

The Company has a limited operating history, which makes it difficult to evaluate the Company’s business and prospects.

The Company has not yet initiated operations. There is, therefore, no operating history upon which a potential investor can base an evaluation of the Company’s business and prospects. As a company in the development stage, there are substantial risks, uncertainties, expenses and difficulties to which our business is subject. To address these risks and uncertainties, the Company must do the following:

● successfully develop and execute its business strategy;

● respond to competitive developments; and

● attract, integrate, retain and motivate qualified personnel.

There is no assurance that the Company will achieve or maintain profitable operations or that the Company will obtain or maintain adequate working capital to meet its obligations as they become due. The Company cannot be certain that its business strategy will be successfully developed and implemented or that the Company will successfully address the risks that face its business. In the event that the Company does not successfully address these risks, its business, prospects, financial condition, and results of operations could be materially and adversely affected.

We will operate in a highly regulated industry and will be required to conform our business plan to applicable regulations.

The services that we will provide to the Planet Wealth Community are related to the sale and purchase of securities. The purchase and sale of securities is heavily regulated by the federal government and by the securities regulators of every state in the Union. If we fail to properly interpret and comply with the applicable regulations, we could be subject to censure and/or liability. We currently have one subsidiary whose registration as a funding portal is pending before FINRA. A second subsidiary was registered as a broker-dealer until recently, when we withdrew its registration as a cost-saving measure; we expect to revive its registration next year when we are prepared to offer our Members the broker-dealer services of that subsidiary. Finally, we intend that a third subsidiary will register as an alternative trading system at some time in the future. As a funding portal and broker-dealer, we will have to comply with stringent regulations, and the operations of our funding portal, broker-dealer and alternative trading system services will expose us to a significant amount of potential liability. Regulated entities are frequently subject to examination, constraints on their business, and in some cases fines. In light of this, we expect increased compliance costs as well as the potential for liabilities. In addition, some of the restrictions and rules applicable to our subsidiaries could adversely affect and limit portions of our business plan.\

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Our business and services will subject us to complex and evolving U.S. and foreign laws and regulations regarding the unauthorized practice of law, legal document processing, legal plans, and other related matters.

Our business model includes the provision of services that represent an alternative to traditional legal services, which may subject us to allegations of unauthorized practice of law (“UPL”). UPL generally refers to the delivery of legal advice by an entity or person who is not licensed to practice law. However, laws and regulations defining UPL, and the governing bodies that enforce UPL rules, differ among the various jurisdictions in which we will operate.

The scope of these UPL laws and regulations are often vague and broad, and their applications and interpretations are often uncertain and conflicting. Compliance with these disparate laws and regulations may require us to structure our business and services differently in certain jurisdictions. Additionally, these laws and regulations are evolving, and changes in such laws could require us to significantly change the ways in we structure our business and services. Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We may incur costs associated with responding to, defending, resolving, and/or settling proceedings, particularly those related to UPL. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in claims, changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition, future prospects and brand.

Our involvement in the preparation of disclosure documents by Members for use in making private offerings of securities may expose us to risk of litigation,

Most Planet Wealth Members who wish to raise capital will utilize the Planet Wealth LaunchPro to generate the disclosure and subscription documents for their offerings. The LaunchPro will guide them in determining the categories of information that should be disclosed. Unfortunately, it may occur that a Member does not make a full and truthful disclosure. It may also occur that a business financed with LaunchPro-generated documents will fail, and investors will look for legal recourse, either justifiably or not. In either of those situations, even though Planet Wealth will not itself promote the sale of the securities, the aggrieved investors may commence a lawsuit for violation of securities laws and include the Company as a defendant, on a negligence theory, an aiding-and-abetting theory or otherwise. Planet Wealth will then be forced to incur legal fees and expenses in order to defend itself against the claims. If lawsuits of this sort accumulate, the aggregate expense could significantly interfere with the Company’s financial well-being.

Our integration of AI functions into the Planet Earth ecosystem will expose us to the risks of that developing technology.

Generative AI solutions are being made available at this time to a wide market of users. Increased reliance by Planet Wealth and others on this technology, while justified by the degree of efficiency that AI can lend to a data-collection project, exposes the user to many of the risks attendant to a technology under development.

The most widely publicized risk of using AI is the occurrence of errors known as “AI Hallucinations,” when the AI processor yields a factual error that is not explained by its programming. Recently an error produced by Google’s new Bard system caused a significant drop in the market price of the stock of Google’s parent, Alphabet, indicating the seriousness with which the market approaches AI errors.

Of perhaps more long-term significance is the risk that those large technology companies that alone are able to fund the development of AI applications will utilize their gatekeeper position to “ring-fence” access to future iterations of the technology, making access to advances in the technology prohibitively expensive or preserving for their own use the most powerful applications. Already, the European Union has taken initial steps to regulate ownership of AI technology with concerns about anti-competitive behavior in mind. It is unclear what, if any, regulation will emerge from the U.S. governing authorities. Should we become unable to offer Members AI functions that are state-of-the-art, we may experience a reduction in our Member rolls.

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We depend on the integrity and reliability of our information technology infrastructure, and any related interruptions or inadequacies may have a material adverse effect on our business, financial condition, and operating results.

Our business, including our ability to provide services to our Members, depends on the performance and availability of our information technology infrastructure, including our core transactional systems. In addition to the systems identified as LaunchPro, which must process information provided by issuers to generate and distribute accurate offering documents, we also rely on our information technology infrastructure to record and track Member activity, including Member relations with their Affiliates, bonuses arising from Affiliate activities, and other incentives built into Planet Wealth. The failure of our information systems to operate effectively, or a breach in security of these systems, could adversely impact the promptness and accuracy of our transaction processing. Although we will continue to invest in our information technology infrastructure, there can be no assurance that there will be no significant interruptions to such systems or that the systems will be adequate to meet all of our business needs. Our information technology infrastructure, as well as that of our Members and the other third parties with which we interact, may be damaged, disrupted, or breached or otherwise fail for a number of reasons, including power outages, computer and telecommunication failures, internal design, manual or usage errors, workplace violence or wrongdoing, cyberattacks, viruses, malware, or catastrophic events such as natural disasters, severe weather conditions, or acts of war or terrorism.

Any disruptions to, or failures or inadequacies of, our information technology infrastructure that we may encounter in the future may result in substantial interruptions to our operations, expose us to significant liability, and may damage our reputation and our relationships with, or cause us to lose, our Members, especially if the disruptions, failures, or inadequacies impair our ability to track Member-Affiliate relationships and pay commissions or bonuses that are earned by Members, royalty overrides, bonuses, and other incentives. Any of these failures could harm our business, financial condition and operating results. To the extent that we do not effectively address future capacity constraints, upgrade and protect our systems, and continually develop our online platform to accommodate actual and anticipated technology changes, our brand and reputation, business, results of operations, financial condition and future prospects could be adversely affected.

Our failure to comply with privacy and data protection laws, rules, and regulations could materially harm our business, financial condition, and operating results.

Our business requires the collection, transmission, and retention of large volumes of confidential and proprietary information, including personally identifiable information of our Members in various information technology systems that we maintain and in those maintained by third parties with which we interact. Anyone who is able to circumvent our security measures or those of our third-party service providers could misappropriate such confidential or proprietary information, cause interruption in our operations, damage our information technology infrastructure or otherwise damage our business. We may need to expend significant resources to protect against security breaches or to address problems caused by such breaches. Any actual security breaches could result in legal and financial exposure, including litigation and other potential liability, and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, and operating results and our reputation as a brand and business partner. In addition, employee error or malfeasance or other errors in the storage, use, or transmission of any such information could result in disclosure to third parties. If this should occur, we could incur significant expenses addressing such problems. Since we collect and store Member information, including credit card banking information, these risks are heightened.

In addition, the use and handling of certain types of information, including personally identifiable and financial information, is regulated by evolving and increasingly demanding laws, rules, and regulations, such as the European Union General Data Protection Regulation, which became effective in May 2018, the Brazil Law on General Data Protection, which became effective in September 2020, the California Consumer Privacy Act, or the CCPA, which became effective in January 2020, and the European Union Payment Services Directive 2, which became effective in January 2021 and requires stronger customer authentication for online transactions in that region. These laws impose continuing, and at times new, responsibilities on our operations, including, among other things, the collection, deletion, disclosure, and maintenance of personally identifiable and financial information of our Members, and could present technological challenges and negatively impact our revenues. These privacy and data security laws, rules, and regulations are increasing in their complexity, enactment, and amendments. As such, compliance with these laws, rules, and regulations and potential and actual conflicts amongst them in the various jurisdictions in which we operate have resulted in greater compliance risk and cost for us. If we fail to comply with these privacy and data security laws, rules, and regulations, we could be subject to significant litigation, monetary damages, and regulatory enforcement actions or fines in one or more jurisdictions, which could have a material adverse effect on our operating results.

8

The Company’s business is dependent upon the continued services of the Company’s Chief Executive Officer, Lance Woodson. Should the Company lose the services of Mr. Woodson, the Company’s operations will be negatively impacted.

The Company’s business is dependent upon the technological and managerial expertise of Lance Woodson, who has served as the Company’s Chief Information Officer since its formation and presently serves as its Chief Executive Officer Mr. Woodson is essential to the Company’s operations. The Company does not maintain key man insurance on Mr. Woodson’s life. The loss of the services of Mr. Woodson would have a material adverse effect upon the Company’s business.

 Planet Wealth will require the services of additional management, which may be difficult to secure.

At the present time, Planet Wealth has only one executive officer: Lance Woodson, its CEO. If the roll-out of its business is successful and the Company’s operations grow to a significant level, the Board of Directors will need to expand the Company’s C-Suite. In the first instance, a Chief Financial Officer will be needed to guide the Company’s relations with the financial community. Finally, after the period passes during which 148 Ventures LLC (“148 Ventures”) will manage our marketing program, we will need a Chief Marketing Officer experienced in online marketing to assume those responsibilities. It can be difficult to attract experienced management. If we are unable to do so, our operations may suffer.

Management of our initial marketing program has been entrusted to an independent agency, whose abilities in that regard will determine the success of our business roll-out.

Planet Wealth has entered into an agreement with 148 Ventures, which provides for 148 Ventures to strategize, supervise and implement the Planet Wealth marketing program until the first anniversary of the date of this Offering Circular. In compensation for its services, Planet Wealth will pay to 148 Ventures ten percent of its net revenue and fifty percent of revenue from sales of products owned or created by 148 Ventures.

148 Ventures is owned by Todd Wier, who is the founder of Planet Wealth and the architect of its business plan. 148 Ventures, however, is completely independent of Planet Wealth. The Board of Directors of Planet Wealth will have no managerial control over decisions made by 148 Ventures with respect to marketing, except in the event that 148 Ventures violates a specific provision of the marketing agreement. In the event that 148 Ventures makes decisions regarding the Company’s initial marketing program that prove to be unwise, the rollout of Planet Wealth’s business may be delayed or diminished to an extent from which Planet Wealth cannot recover.

Adverse publicity relating to Robinhood and others offering vehicles for the democratization of finance may limit the effectiveness of our marketing efforts.

In recent years a plethora of online services has arisen offering to aid the middle class by opening doors for the democratization of finance - although Planet Wealth is, to our knowledge, the only platform offering middle class access to all aspects of capital formation. Some of these services, such as alternative banking platforms, show themselves as logical applications of technology to improve services. Others, however, appear to function by exposing middle class investors to unreasonable levels of risk. The effort of participants in the Reddit channel WallStreetBets to organize a short squeeze in the stock of GameStop using margin accounts opened at the brokerage firm Robinhood is a recent example. The association of democratized finance with unreasonable risk has been further exacerbated by the recurrent regulatory issues faced by Robinhood, which has paid hundreds of millions in fines to the SEC and FINRA for rules violations, primarily relating to Robinhood’s lack of transparency about risk and other matters with its customers.

Planet Wealth is not setting out to compete with Wall Street; we’re setting out to replace it. Our goal will be to make investment on Planet Wealth as safe or safer than investment on Wall Street, by providing our Members access to the kind of investments that Wall Street denies them. It is inevitable, however, that the financial press will identify Planet Wealth as yet another advocate for the democratization of finance, and will associate our efforts with those of Robinhood and others that have been characterized as the “gamification of finance” due to the levels of risk that are facilitated. This association, if it becomes widespread, could overwhelm our own messaging about the advantages of Planet Wealth. If such a mischaracterization of our business were to occur, it could limit our ability to make membership in Planet Wealth attractive throughout the middle class.

A holding company that contracted to provide technology services to the Company may claim an entitlement to receive a four percent royalty on the Company’s sales.

In 2019, the Company entered into an Advisory Agreement with a holding company, which required that the owners of the holding company provide technical assistance in the development of the Company’s software. As part of the compensation for such services, the Company agreed to pay the holding company four percent of net sales by the Company through December 31, 2024. The Company has subsequently asserted that the holding company is not entitled to payment of the royalty on sales because it failed to satisfy its obligations under the Advisory Agreement. If it should occur, however, that the holding company successfully asserts a claim to receive the royalty, the payments would reduce any profitability that the Company experiences through 2024.

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RISKS RELATED TO THE COMPANY’S COMMON STOCK

There is no market for the Company’s Common Stock. Any market that develops is likely to be volatile.

The Common Stock of Planet Wealth is not listed for trading on any exchange or platform. Although the Company intends to pursue a listing for its Common Stock, it could occur that little or no trading volume develops, particularly since the Company is making this Offering without marketing assistance from any broker-dealer. If the volume of trading in the Common Stock is thin, investors in this Offering may find it difficult to sell their Shares or sell them at a price the investors consider reasonable. Individuals contemplating an investment in the Common Stock should be prepared to hold their Shares indefinitely. 

There is generally significant volatility in the market prices, as well as limited liquidity, of securities of development-stage companies. Contributing to this volatility are various events that can affect the Company’s stock price in a positive or negative manner. These events include, but are not limited to: the Company’s financial results, market acceptance and sales growth of the Company’s products and services, changes in applicable regulations, litigation involving the Company, departure of key personnel, investors’ general perception of us; and general economic, industry and market conditions. If any of these events occur, it could cause the Company’s stock price to fall, and any of these events may cause the Company’s stock price to be volatile.

Future sales of the Company’s securities, including sales following exercise or conversion of derivative securities, or the perception that such sales may occur, may depress the price of common stock and could encourage short sales.

There are four classes of convertible preferred stock issued by the Company and currently outstanding. In aggregate, they are convertible into 10,753,720 shares of Common Stock – although the holder of the Series F and Series G Preferred Stock, which is convertible into 8,988,200 Common Shares in aggregate, is not permitted to make any conversion that would result in its ownership of more than 4.9% of the outstanding Common Stock. The sale or availability for sale of substantial amounts of the Company’s shares in the public market, including shares issuable upon conversion of the outstanding convertible preferred stock, or the perception that such sales may occur, may adversely affect the market price of the Company’s common stock.

Any decline in the price of the Company’s common stock may encourage short sales, which could place further downward pressure on the price of the Company’s common stock.

Unless Planet Wealth implements another reverse stock split to increase the per-share value of its common stock, the Company’s common stock will likely be subject to the “Penny Stock” rules of the SEC, which will tend to limit the growth of a trading market for our Common Stock.

SEC Rule 3a51-1 establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker or dealer approve a person’s account for transactions in penny stocks and that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and must make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stock. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

For these reasons, brokers are often less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s common stock and may adversely influence the market value of its stock.

It is unlikely that we will pay dividends to the owners of our Common Stock in the near future.

Our business plan, in brief summary, is to advertise the opportunities provided by Planet Wealth and so generate expanded membership, which will increase the value of Planet Wealth to its members and to our shareholders. There is no necessary limit to the potential expansion of Planet Wealth membership, and so there is no logical limit to the amount we should spend on advertising programs that have proven effective. Our plan, therefore, is to commit to advertising any cash resources not required for our operations.

This business plan implies that the holders of our common stock should not anticipate receiving any dividend payments during the foreseeable future. It is also relevant that we have committed to pay dividends to the holders of our Series B, C, D and G Preferred Stock. The aggregate dividends payable to the holders of our Preferred Stock will equal 26.36% of the adjusted gross income we generate. Those Preferred Stock dividends will significantly reduce our net cash flow, and make it more unlikely that dividends will be paid on the Common Stock.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The price per share sold in this Offering will be substantially higher than the book value per share of our common stock, which is a deficit value. Therefore, you will incur immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. After giving effect to the assumed sale by us of the maximum of 9,361,500 shares of our common stock at a public offering price of $1.00 per share, and after deducting the estimated maximum offering expenses payable by us, which we estimate will be approximately $500,000, you will suffer immediate and substantial dilution of $0.80 per share in the pro forma net tangible book value of the common stock you purchase in this offering. For a further description of the dilution that you will experience immediately after this offering, see “Dilution” on page 14.

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USE OF PROCEEDS

The Company and the Selling Shareholders are offering for sale in this Offering a total of 10,000,000 Shares at a price of $1.00 per Share. Since 6⅜% of the sales made in this Offering will be allocated to Offering Shares sold by the Selling Shareholders, the maximum gross proceeds that the Company may realize from the sale of Offering Shares will be $9,361,500. Assuming that we sell the maximum number of shares of common stock being offered pursuant to this Offering Circular, we estimate that we will incur offering expenses, primarily marketing expenses, totaling approximately $500,000, resulting in net proceeds realized by the Company of approximately $8,861,500. Our estimate of offering costs is an estimate only, and the actual offering costs may differ significantly from those anticipated by management.

We currently intend to use the largest portion of the proceeds we receive from this offering to market membership in Planet Wealth. The marketing program that we have developed consists, almost exclusively, of a multi-tiered array of online solicitations designed to funnel individuals with an interest in entrepreneurial activity towards our Planet Wealth Community. See: “Our Business: Forming the Community.”.

The following table sets forth our anticipated uses of proceeds assuming gross proceeds from the Offering of $5,000,000 and $10,000,000. “Gross Proceeds to the Company” reflects the allocation of 6⅜% of the Gross Proceeds of the Offering to the Selling Shareholders. “Working Capital” includes the expense of recruiting and compensating management and staff until revenues are sufficient, as well as the administrative expenses that initiation of our business operations will entail.

	$5,000,000  Gross		$10,000,000 Gross
Gross Proceeds to the Company	$	4,680,750	$	9,361,500
Less: Offering Costs		300,000		500,000
Net Proceeds to the Company	$	4,380,750	$	8,861,500
Use of Proceeds:
Marketing of Membership		2,500,000		4,500,000
Development of New Products		250,000		500,000
Lease and Buildout of Offices		200,000		300,000
Working Capital		1,430,750		3,561,500
Total Use of Proceeds	$	4,380,750	$	8,861,500

⁽¹⁾ As of the date of this Offering Circular, we have not entered into any agreements with selling agents or broker dealers for the sale of the Offering Shares, and currently do not intend to retain a selling agent or broker dealer to assist in the Offering. As a result, no proceeds are currently allocated to pay any sales commissions. However, we reserve the right to engage FINRA-member broker-dealers to aid in the sale of the Offering Shares. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 7.0% of the gross offering proceeds from their sales of shares of our common stock pursuant to this Offering Circular, although we may pay sales commissions greater than 7.0%. Any such arrangement will be reflected in a Supplement to the Offering Circular.

Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

The expected use of net proceeds from this offering represents our intentions based on our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, the Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

12

DETERMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the Offering Shares of common stock was determined by our management. The price of $1.00 per share does not bear any relationship to our book value, assets, past operating results or financial condition. The factors that management considered in determining the offering price were our estimates of the fair value of the Planet Wealth ecosystem, the current market price of comparable companies, our expectations for the business potential and earnings prospects of Planet Wealth, as well as the general condition of the securities market. 

When appropriate, we intend to engage a market maker to apply to have our common stock quoted on the OTCQB. In order to be so quoted, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that our common stock will trade in a public market or, if such a market should develop, that it will trade at market prices in excess of the initial offering price, as the prices quoted in any public market which may develop will be determined by the marketplace and will be influenced by many factors, including the depth and liquidity of such market.

13

DILUTION

“Dilution” is a measure of the loss of value that investors incur when they invest in a corporation. The dilution that investors in this Offering will incur is measured by the difference between the offering price per share of our common stock in this Offering and the Pro Forma As Adjusted net tangible book value per share after this Offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the total fully-diluted number of outstanding shares of common stock. The fully-diluted number of common shares is determined, for this purpose, by converting all outstanding convertible preferred stock into the number of shares of common stock to which the preferred stock can convert if any limit on post-conversion shareholdings is disregarded.

The following table sets forth our net tangible book value, as of August 31, 2023, on an Actual basis and a Pro Forma basis. The Pro Forma basis is determined by adding to the Actual basis the effect of the following events that occurred after August 31, 2023 and had a significant effect on our net tangible book value per share:

● The Company issued 847,070 shares of Series F Preferred Stock, which are convertible into 8,470,700 shares of common stock.

● The Company committed to issue 2,500,000 shares of common stock to an investor as of the date on which this Offering Circular is qualified.

● The Company issued 800,000 shares to two founders of the Company who had not previously paid the par value.

● The Company sold convertible notes for $850,000 that will convert into approximately 4,462,500 shares of common stock on the date this Offering Circular is qualified.

● Options for 3,550,000 shares of common stock were exercised for an aggregate purchase price of $350.

● Convertible debentures sold in 2022 will convert into common stock on the date this Offering Circular is declared qualified.

	Actual			Pro Forma
Net book value (deficit) - Actual	$	(1,045,766	)	$	(1,045,766	)
Less: intangible assets		--			--
Net tangible book value - Actual		(1,045,766	)		(1,045,766	)
Add:
Sale of common stock derivatives in private placements		--			850,000
Conversion of options		--			350
Conversion of debentures		--			421,750
Net tangible book value	$	(1,045,766	)	$	226,334
Total fully-diluted common shares outstanding		37,918,749			40,981,082
Net tangible book value per common share	$	(0.03	)	$	0.006

The following table shows the effect of the sale of Offering Shares under two scenarios for the total Offering.

	$5,000,000 Gross		$10,000,000 Gross
Gross Proceeds to the Company	$	4,680,750	$	9,361,500
Less: Offering Costs		300,000		500,000
Net Proceeds to the Company	$	4,380,750	$	8,861,500
Pro Forma Net Tangible Book Value
Before Offering	$	226,334	$	226,334
After Offering	$	4,607,084	$	9,087,834
Pro Forma Shares Outstanding After Offering		42,599,499		50,342,582
Offering Price Per Share	$	1.00	$	1.00
Pro Forma Net Tangible Book Value Per Share Prior to Offering		0.006		0.006
Increase Per Share Attributable to Investors in Offering		0.10		0.17
Pro Forma Net Tangible Book Value Per Share After Offering		0.11		0.18
Dilution Per Share to Investors in the Offering	$	0.89	$	0.82

14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the Company’s financial statements and the notes included elsewhere in this Offering Circular. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above and other factors discussed in this Offering Circular.

RESULTS OF OPERATIONS

Six Months Ended August 31, 2023 Compared to Six Months Ended August 31, 2022

The Company has recorded no revenue since its organization, as it has not offered any products or services for sale. The date on which the Company initiates revenue-generating operations – i.e. commences solicitation of Members to Planet Wealth – will depend primarily on the time required for the Company to realize from this offering proceeds adequate to fund a marketing program sufficient in dimension as to yield a Membership roster that will enable the Planet Wealth ecosystem to function efficiently.

The Company entered the current fiscal year on March 1, 2023 with only $104,998 in the bank and current liabilities of $5,470,905. As a result, the focus of management’s attention during the six months ended August 31, 2023 was a reconstruction of the Company’s balance sheet to achieve sufficient liquidity to sustain operations until the funding needed to commence marketing was secured in this Offering. For most of that period, the Company operated with a bare-bones staff of one full-time and two part-time employees. As a result, cash payroll and benefit expenses fell from $350,959 in the six months ended August 31, 2022 to $103,609 in the six months ended August 31, 2023, and cash payments for product development and web integration fell from $103,948 in the six months ended August 31, 2022 to $7,503 in the six months ended August 31, 2023.

To compensate for the Company’s cash flow difficulties, the majority of expenses incurred in the first halves of fiscal year 2024 and 2023 was attributable to the Company’s grant of equity, primarily stock options, to the employees and consultants who were engaged in rebuilding the Company. The ratio of expenses payable in cash (operating and other combined) to stock-based expenses in those two periods was:

	Cash Expenses		%			Stock-Based Expenses		%			Total Expenses
Period Ended 8/31/23	$	1,029,733		49.5	%	$	1,052,406		50.5	%	$	2,082,139
Period Ended 8/31/22	$	1,086,204		44.3	%	$	1,364,361		55.7	%	$	2,450,565

Of the $2,082,139 in expenses incurred during the six months ended August 31, 2023, $1,052,406 reflected stock grants, the vesting of stock options granted to management, and other expenses satisfied by issuance of stock. The remainder included a $87,547 impairment of intangible assets resulting from the Company’s termination of the operations of its broker-dealer subsidiary, $233,076 in professional fees, and miscellaneous administrative and marketing expenses.

The Statement of Operations for the six months ended August 31, 2022 reflected the same pattern, albeit enlarged, as the Company commenced that period with $774,723 in cash and could focus on a wider range of activities. Of the $2,450,565 in expenses recorded in the six months ended August 31, 2022, $1,364,361 represented the value of stock options that vested during that period and other expenses satisfied by the issuance of stock. The remainder of its expenses included $97,649 for advertising and promotion in anticipation of the product launch, $207, 503 in professional expenses, and $103,948 for product development and web integration. The Company recorded a net loss of $2,082,139 for the first six months of fiscal year 2023, but used only $619,953 in cash.

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Year Ended February 28, 2023 Compared to Year Ended February 28, 2022

During the fiscal years ended February 28, 2023 and 2022, the Company was focused exclusively on building the Planet Wealth ecosystem. During those two years, most of the Company’s expenses incurred during that build-out were attributable to the Company’s grant of equity, primarily stock options, to the employees, consultants and management personnel who were engaged in the Planet Wealth buildout. The compensation value of the equity instruments was determined by applying the Black-Scholes formula and expensed. The ratio of expenses payable in cash (operating and other combined) to stock-based expenses in the two recent fiscal years was:

	Cash Expenses		%			Stock-Based Expenses		%			Total Expenses
Fiscal 2023	$	1,857,215		47.4	%	$	2,064,378		52.6	%	$	3,921,593
Fiscal 2022	$	3,350,206		37.9	%	$	5,494,799		62.1	%	$	8,845,005

During the year ended February 28, 2023, in addition to stock-based compensation, the Company incurred $426,253 in cash obligations to employees and consultants, including $180,000 in related party payroll. During the year ended February 28, 2022, the Company incurred $1,639,923 in cash obligations to employees and consultants, including $894,000 in consulting fees to related parties and $340,724 in payroll obligations to executive officers of the Company.

The project of building the Planet Wealth ecosystem required that the Company retain outside expertise in software development and marketing. During the year ended February 28, 2023, the Company incurred $224,734 in expenses related to product development and software development for purposes of Web integration. For services in those categories during the year ended February 28, 2022, the Company incurred $316,220.

It will be crucial to the success of the Company’s product launch that a robust marketing program quickly attract Members in sufficient numbers to make the ecosystem an effective location for capital formation. Towards that end, during the years ended February 28, 2023 and 2022, the Company engaged experts in online marketing to prepare a multilayered marketing program for the launch of the Planet Wealth ecosystem, including online ads, promotional programs, video presentations and a library of follow-up emails. The costs incurred in developing that program were $121,369 in fiscal year 2023 and $789,470 in fiscal year 2022.

The Company’s operating expenses, combined with interest expense incurred, resulted in a Net Loss of $3,921,593 in the year ended February 28, 2023 ($1.93 per share) and a Net Loss of $8,845,005 ($5.00 per share) in the year ended February 28, 2022. In fiscal year 2022, however, the Company also recorded a deemed dividend of $1,526,250. The deemed dividend arose when the Company sold in that year 305,250 shares of Series D Preferred Stock for $10 per share, or a total of $3,052,500. The Series D shares are each convertible into 1.5 shares of common stock, which had a market value of $10 per share at the time the Series D shares were sold. Since the Series D shares were convertible into common stock with a market value of $4,578,750, we deemed that the Company paid a dividend of $1,526,250 to the purchasers of the Series D shares. For fiscal year 2022, therefore, the Net Loss Attributable to Common Stockholders was $10,371,255, or $5.86 per share.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2023 Planet Wealth had $105,698 of current assets and $5,470,903 of current liabilities. The book value of the Company’s outstanding shares was a deficit of ($5,246,276). Both Planet Wealth’s management and its principal creditor believed that Planet Wealth had an attractive business plan that, if properly funded, could be successful. But the Company’s financial condition at February 28, 2023 made it unrealistic to try to attract new investors. And so the members of management and the principal of 148 Ventures, LLC, the Company’s principal creditor, focused their energy during the six months ended August 31, 2023 on restructuring the Company’s balance sheet so that attracting new investors would be possible.

The results of their efforts were:

● From the Fall of 2022 through May of 2023 Craig Weiss, the Chairman of our Board of Directors, contributed $440,000 to sustain the operations of Planet Wealth. During the quarter ended May 31, 2023, those loans and accrued interest were satisfied by issuance of 2,200,000 shares of common stock.

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● During the quarter ended May 31, 2023, $936,986 of principal and interest on a Note purchased in 2021 by Craig Weiss was satisfied by issuance of 4,684,930 shares of common stock.

● Effective May 31, 2023 the maturity date of $315,000 in convertible notes due on May 31, 2023 was extended to February 24, 2024. The convertible notes and accrued interest will convert to common stock on the date of qualification of this Offering Circular at a conversion price of $0.75 per share.

● During June 2023, debts owed to three vendors in the aggregate amount of $33,474 and an accrued obligation to Lance Woodson in the amount of $40,000 were discharged by issuance of 367,369 shares of common stock.

● During August 2023, using proceeds of the private offering described below, the Company satisfied obligations of $150,000 owed to each of Craig Weiss and 148 Ventures.

● On August 21, 2023, in full satisfaction of a convertible debenture issued to 148 Ventures in the principal amount of $3,455,107 with $345,510 of accrued interest, the Company issued to 148 Ventures, LLC 847,070 shares of Series F Convertible Preferred Stock and 532,383 shares of common stock. Each share of Series F Preferred Stock is convertible into ten shares of Common Stock, but the Series F shares cannot be converted into a number of shares of common stock that, when added to the common stock owned by the converting holder, would represent more than 4.9% of the Company’s outstanding common stock. The Company also issued 5,300,000 shares of common stock to friends and family of Todd Wier, the owner of 148 Ventures and issued, at Mr. Wier’s direction, 4,700,000 shares of common stock to approximately 200 of the Company’s shareholders.

This accumulation of equity-for-debt exchanges has reduced the Company’s stockholders deficit to a manageable ($1,045,765), which now enables the Company to offer its securities to investors. Between August and October of 2023, the Company sold 10% Convertible Promissory Notes for $1,350,000, which will enable the Company to prepare for launch of the Planet Wealth ecosystem while it awaits the proceeds of this Offering.

Application of Critical Accounting Policies

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the year ended February 28, 2023, there was one estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results. These were:

● Our determination of the inputs that should be used to measure the fair value of options to purchase 310,000 shares of common stock granted during the 2023 fiscal year, as itemized in Note 7 to the Consolidated Financial Statements.

Below are the assumptions applied in determining the fair value of the options:

Stock option assumptions
Risk-free interest rate	2.39% - 3.01% per annum
Expected dividend yield	—
Expected volatility	169% - 171% per annum
Expected life of options (in years)	3 years

Any material change in the assumptions would result in a material increase or decrease in the expense the Company recorded by reason of the grant of the options.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.

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OUR BUSINESS

Our Mission

Planet Wealth exists to provide the middle class and their small and medium enterprises (“SMEs”) with the nurture and the tools that will enable them to exploit their talents: tools for developing a community, capital formation tools, investment opportunities, all made affordable and effective by the efficiencies and sheer strength in numbers that a network of middle class strivers working together can achieve. Our mission is to dramatically expand participation in the growth of the American economy. Our goal is to provide each member of our Planet Wealth Community with the full measure of respect that his and her potential deserves.

Our Opportunity

Any sociologist worth his or her salt will tell you that social capital without human capital is unproductive, while economic capital without social capital lacks inspiration. A well-functioning political economy is sustained by a balance of the three aspects of capital. Social capital, in particular that which is known as “bridging social capital”, provides the direction for the political economy. Participation in civic or voluntary associations, such as educational and cultural groups, leads to positive social and economic outcomes, as the connections among heterogenous groups increases the diversity of knowledge sources.

The flaccid growth of the U.S. economy in recent years is evidence of an imbalance among the aspects of capital. We are a nation of communities with community values. But too many of these communities lack the human capital (skills, know-how, administrative expertise) necessary to convert social capital into economic growth. Meanwhile, our nation’s economic capital is increasingly controlled by an insular elite, whose inspiration is often merely a vision of more wealth. The exclusion from the journey to wealth of those who can offer the greatest portion of social capital has reduced our economic engine to quiescence.

We have designed Planet Wealth to serve as the financial marketplace where America’s communities, with their wealth of social capital, will obtain from the Planet Wealth ecosystem the necessary human capital and achieve the economic capital too often denied to the middle class by existing institutions. We will build our Planet Wealth community by offering the tools needed for wealth formation at a modest cost. We will forego retail revenue in order to maximize the growth of our community because, as our community grows, so Planet Wealth will grow, in influence and in value. Fully formed, Planet Wealth will be the institution that embodies and fulfills the aspirations of middle class America to participate in wealth formation.

The Planet Wealth Ecosystem

The website for the Planet Wealth Community provides a full pallet of tools to assist a Planet Wealth Member in organizing a business enterprise and soliciting investors for the enterprise. At the present time, the components of the Planet Wealth ecosystem are:

● LaunchPro, an online interface that allows the entrepreneur to populate with specific information an introductory set of documents for the enterprise: articles of organization for a Delaware LLC, an operating agreement for a single member LLC, forms for qualification in states other than Delaware, a private placement memorandum (“PPM”), a subscription agreement, and a notice of book entry of the security purchased by the investors. The LaunchPro also provides the entrepreneur instructions for obtaining filer codes from the Securities and Exchange Commission (“SEC”), for filing Form Cs and Form Ds with the SEC, and for complying with applicable reporting requirements of the States.

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● The AI Wizard, which allows the entrepreneur to utilize Chat GPT to aggregate data and conceptual material for inclusion in the PPM and to assist in developing content for the PPM.

● Nine Turnkey Securities Offerings, each of which enables the user to utilize LaunchPro to develop documents appropriate to a specific type of business enterprise: residential real estate, fix ‘n flip real estate, Myrtle Beach vacation rental, franchise retail, collectible assets, collectible asset trading, collectible stamps, collectible coins and collectible cars. For issuers complying with Regulation D, each Turnkey Suite also provides a website customizable for the offering entity, a video specific to the business type for use in marketing the offering, a book ledger for recording the investors’ securities, and cap table management services appropriate for the size of the offering. For issuers intending to post their offerings on a Regulation Crowdfunding funding portal, each Turnkey Suite provides step-by-step instructions for developing a Form C.

● Marketing Suite, which provides Members with a library of adaptable emails and text messages to assist the Member in soliciting affiliate Members to the Planet Wealth Community and/or investors to the Member’s Regulation D offering.

● Shareholder Communications and Cap Management Services, to assist the entrepreneur in maintaining communications with investors after completion of the offering and complying with applicable post-closing regulations.

At each step in the capital formation process, we will provide our Members guidance and training in best practices for quality entrepreneurship. Membership itself entitles the Member to view training videos and webinars on the methods of capital formation and entrepreneurship. When the Member feels ready to launch an offering, Our LaunchPro software employs branch logic to guide the issuer in careful, detailed disclosure of the risks and potential rewards that the issuer’s business plan poses for investors. Submitting the issuer’s presentation to review by the AI Wizard provides a source for suggestions of risks and rewards that the issuer may have overlooked. And waiting at the end of the process, before any offering is released to the public, will be a PW employee with a 41 point checklist to assure the quality of the offering materials the issuer has developed.

The materials included in LaunchPro for a private offering compliant with Regulation D will enable a Member to market an offering in compliance with the restrictions mandated by the regulation. If a Member wishes to offer securities to the public, the Member will need to list the offering on a funding portal appropriate for compliance with SEC Regulation Crowdfunding. During 2023 our subsidiary, PW Capital, Inc., implemented a funding portal compliant with Regulation Crowdfunding that will enable our Members and others to list their offerings pursuant to Regulation Crowdfunding for consideration by the investing public. PW Capital’s application for membership in FINRA – a requirement for functioning as a funding portal – is pending.

Our plans for expansion of the Planet Wealth ecosystem during 2024 are described below under “Plans for 2024”. Those plans depend, however, on our success in raising capital in this offering and our success in populating the Planet Wealth Community with Members.

Forming the Community

The JOBS Act (2012) gave us CrowdFunding as the first sanctioned vehicle for transferring financial capital from unrelated, non-accredited investors to developing ventures. The Planet Wealth ecosystem will be the next generation of CrowdFunding, with the limitations of that vehicle remedied. Planet Wealth will offer a long-term program of wealth formation based on community organization. The Planet Wealth Community will be the cornerstone from which our Planet Wealth ecosystem will grow. As the Community grows, attracted by the array of tools, technology and educational opportunities embedded in the Planet Wealth platform, the attraction of our Planet Wealth securities portal to entrepreneurs will likewise increase. The opt-in database of entrepreneurs and investors that we will accumulate from the operations of Planet Wealth will provide a source of, and an attractive market for, securities offerings, whether initiated by our Members, attracted from outside our Community, or sponsored by Planet Wealth itself. Those offerings, in turn, will attract clients and users to Planet Wealth, causing our database of investors to expand, and so enhancing the prospects for capital formation within our Planet Wealth ecosystem and, in turn, the value of a membership in the Planet Wealth Community.

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Membership in the Planet Wealth Community will be tiered to facilitate the growth of each Member’s self-confidence and ambition. All levels of Membership will entitle the Member to use educational content and webinar training designed to introduce the Member to the rewards and responsibilities of entrepreneurship. As the Member’s interest grows, higher tiers of Membership will be available, with increased monthly fees, to enable expansion of the Member’s scope:

Tier 1. Members provided a basic turnkey offering vehicle, notification of relevant filing dates, and ongoing recordkeeping regarding investors in the offering.

Tier II. Members provided access to the full turnkey library, campaign page design, additional training videos and live tutorial and training webinars.

Tier III. Members receive white glove service in choosing among more advanced levels of the turnkey library (Complex, Enterprise) or use of the Deal Term Constructor to enable the Member to design an offering with unique characteristics.

Our goal in structuring the Membership Tiers will be to generate annual recurring membership. Each membership tier will include a unique menu of products and services available on a SaaS basis for a limited term. As a Member climbs the tiers, the complexity and utility of the products and services increases, drawing the interest of the Member to more sophisticated levels of capital formation, increased participation in the Planet Wealth Community, and increased incentive to solicit friends and relatives to join the Community.

The Planet Wealth Platform: AI-Powered, Cost-Effective Access to Capital

Using proprietary integration techniques for which we have a provisional patent application pending (Provisional Patent Application 90/844,394: “Systems and Methods for Wall Street in the Cloud”), we have accumulated in Planet Wealth an array of services similar in focus to those that enable the privileged class to grow their wealth. We price our services so that they assist the user in achieving wealth rather than stand in her way.

Having once registered with Planet Wealth, a Member will find in the website an array of tools and services to facilitate capital formation. Using a system of APIs, our technicians have integrated into Planet Wealth a seamless ecosystem that encompasses each stage in capital formation. (Items labelled “pending” have been integrated into the ecosystem but will not be available to Members until we complete the necessary government registrations.)

Business Formation	●	Our LaunchPro suite of tools for designing a securities offering
	●	A menu of Turnkey securities offerings
	●	Deal Term Constructor, to assist more sophisticated issuers in structuring their offering
Marketing	●	An Affiliate Program to assist Members in expanding their audiences
	●	A Marketing Suite to guide Members in attracting Affiliates and selling their own securities offerings
	●	Escrow services by North Capital integrated with our offering platforms
Investment Banking (pending)	●	A registered CrowdFunding platform operated by our subsidiary, PW Capital, Inc., for marketing of offerings developed in LaunchPro and other offerings (pending)
	●	An offering platform for Reg A and Reg D offerings, with placement agent services by Planet Wealth Securities, our registered broker-dealer (pending)
Investor Relations	●	Shareholder communications and cap table management services
Liquidity	●	Exchange trading provided by our Digital Securities ATS (pending)
Investment	●	A platform for trading crypto currencies (pending)

As the table shows, the core elements of the Planet Wealth ecosystem are ready for launch. The ecosystem, however, is and will be a work in progress, with some elements still under development or awaiting government licenses. For us, the most exciting current development is our integration of Artificial Intelligence at useful spots in the Planet Wealth ecosystem. At this time, we are actively integrating ChatGPT with our Turnkey Suites to assist issuers with data aggregation. During our issuer onboarding process, we will provide training to our issuers on using ChatGPT to aggregate, in grammatically correct form, the information necessary for creation of their legal documents. Moving forward, our plan is to develop AI applications that will assist issuers in tailoring advertisements and messaging to niche markets, as well as to create marketing materials specific to the asset class with which the issuer will be involved.

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Business Formation: Simple Turnkey Suites

Conventionally, a new product or service is introduced and then it searches for a market. In our case, a market for our Turnkey Suites already exists: the tens of millions of American workers who supplement the income from their primary employment by engaging in “side gigs”, most of which could be made significantly more valuable if even modestly capitalized. Our plan is to capture that market by providing Members a menu of business opportunities and the tools to secure the financing that may turn opportunity into cash flow.

The technology that serves as the core for our Turnkey Suites we call “the LaunchPro,” which is an online suite of applications that allows a user to structure a securities offering suitable for the user’s business ambitions, generate the offering documents, and process the offering through a dedicated website. When we combine the services provided by the LaunchPro with a menu of suggestions for business enterprises and offering documents made specific for each type of business enterprise, we have constructed a Turnkey Suite.

Each of our Simple Turnkey Suites is designed to assist a less experienced issuer in completing an initial offering of a debt instrument; although the ease of access may appeal even to a more sophisticated issuer. A Member who licenses a Turnkey Suite will receive:

● Organization documents for an offering entity appropriate for the industry class;

● A book entry ledger appropriate for the industry class;

● The outline for an offering relating to the industry class, either a private offering memorandum for a Regulation D offering or a Form C for a Regulation Crowdfunding offering;

● A prebuilt website customizable for the specific offering entity;

● A video regarding the industry class for use in marketing the offering; and

● Cap table management services appropriate for the offering size.

A Member ready to raise capital must first structure the entity that will receive the investment. Some issuers may opt for a complex capital structure involving multiple equity classes and/or tiered distribution priorities; they will be best served by the services of a knowledgeable securities attorney. For those requiring only a corporation or limited liability company with a single class of equity ownership, or a simple contract to share ownership in a specific asset, the LaunchPro offers the services of an online distributor of standardized legal forms; through the link connecting the LaunchPro to the distributor’s website the issuer will be able to access and, where necessary, file with the appropriate government agency:

● state recommended or standardized organization forms;

● forms for qualification of entities outside their domicile;

● standardized bylaws or operating agreements;

● organizational minutes and resolutions relating to the offering;

● Form ID to gain access to the SEC’s EDGAR filing website;

● Form D to report to the SEC the results of any domestic offering under Regulation D; and

● various other standardized legal forms that may be useful for a new enterprise.

Once the issuer has documented the issuing entity, the LaunchPro will enable the issuer to custom-build the necessary offering documents, implement the offering, record the results, deliver the securities that were sold, and perform the investor relations services that customarily follow on a securities offering.

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Issuers utilizing one of our Turnkey Suites will also be provided an outline private offering memorandum containing standard provisions for offerings of the type packaged in the Turnkey. The issuer will customize the memorandum by supplying information specific to the issuer’s business and entity. This draft memorandum is then provided to the Issuer’s attorney for review, thus saving hours of legal fees that would be required to draft the memorandum from mere notes.

There are currently eight Simple Turnkey Suites loaded into Planet Wealth, each available for Regulation D or Regulation Crowdfunding offerings:

●	Residential Real Estate Turnkey	●	Real Estate Fix ‘N’ Flip Turnkey
●	Collectible Asset Investment Turnkey	●	Collectible Asset Trading Turnkey
●	Collectible Stamps Turnkey	●	Collectible Coins Turnkey
●	Collectible Cars Turnkey	●	Franchise Turnkey

As these eight (plus our Expert-Assisted Turnkey Suites) demonstrate the ease-of-use that will make our Turnkey Offerings so attractive to start-up entrepreneurs, we will develop Turnkey Offerings for additional asset classes, and flow them through the Planet Wealth Community to inspire still more Members to enter the entrepreneurial class. While not every Member will be interested in real estate or feel comfortable managing a franchise, as we expand the Turnkey offerings to encompass art, commodities, theatrical productions, whiskey barrels, and other assets, any Member (or friend of a Member) with a spark of entrepreneurial ambition is likely to feel the pull of some asset class that he or she “always meant to explore.”

Advanced Business Formation: Complex Turnkey Suites

Our Simple Turnkey Suites offer a wealth of opportunity for budding entrepreneurs to explore a business or investment venture they’re drawn to. Our tools, however, can be used for a broader array of business ventures. Here are three that we plan to initiate in the coming year.

Expert-Assisted Turnkey Suite. An Expert-Assisted Turnkey Suite will vary from a Simple Turnkey Suite only by the addition of expert assistance in the development of the Issuer’s business. For example, a Member using our Residential Real Estate Turnkey Suite will raise money for the purpose of investing in rental property, then find the property, secure a mortgage, find a tenant, etc. On the other hand, a Member using our Mybeachhouse.com - Myrtle Beach Turnkey Suite, which is the first Expert-Assisted Suite we have developed, will raise money for the purpose of investing in vacation property in Myrtle Beach, and will then be introduced to a real estate broker engaged by Planet Wealth, who will present the Issuer with five or more vacation homes in Myrtle Beach available for purchase, introduce the Member to a bank or mortgage broker, refer the Member to a Myrtle Beach real estate attorney, and then provide tenant management services for the property purchased.

Planet Wealth holds the exclusive rights to the URL mybeachhouse.com. Our plan is that, after Mybeachouse.com - Myrtle Beach proves successful for both Issuers and the local agent, we will engage brokers in other vacation communities to serve as the local experts for other Mybeachhouse.com Turnkey Suites. We also plan to leverage any success realized by Mybeachhouse.com – Myrtle Beach to attract attention to other kinds of expert-assisted turnkey suites. We can develop an Expert-Assisted Turnkey Suite for virtually any class of capital-intensive business venture in which finding the right advisors is a large part of the battle: art dealing, home staging, theatrical production, etc.

Custom-Branded Turnkey Suite (including Off-Shore Licensing). We plan to solicit relationships with influencers and celebrities who can direct the attention of their fans to Planet Wealth. Among the tools we may use in this effort is the opportunity given the influencer/celebrity to use a custom-branded Turnkey Suite to add a securities offering to the interactions between the influencer/celebrity and his/her fans.

Within the category of “custom-branded” we include the possibility of licensing the LaunchPro/Turnkey concept to promoters in other nations. Worldwide, and particularly in developing nations, there is need for a vehicle that converts social capital into economic capital, and our Planet Wealth ecosystem, adapted to the laws and mores of other nations, could serve as that vehicle. We find these international prospects particularly attractive because of the possibility of barter licensing, in which our company might receive, in payment for a license of the Planet Wealth technology, contact information for active investors, deal flow, and/or wealth formation applications compatible with the Planet Wealth ecosystem.

Enterprise Turnkey Suite. The Enterprise Turnkey Suite will be offered to the entrepreneur who is already operating a going concern business, and wants the ease of making a securities offering using our LaunchPro technology and services. The offering documents will be less industry-specific than those associated with our other Turnkey Suites, and will solicit more historical information about the business than is useful when disclosing the material information about a start-up business.

For a more sophisticated Member, we have also developed a supplement to the LaunchPro called “Deal Term Constructor”. Using the query logic in the Deal Term Constructor, an issuer can determine from among nine security types and dozens of possible internal variations the entity structure and class of security that would best service his business, and receive organizational documents populated by the terms he has chosen. He can then use the LaunchPro to develop the offering materials for a capital raise or take the product of the Deal Term Constructor to his business attorney for further processing.

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Banking and Custodial Services

We have contracted with North Capital to serve as the escrow agent for offerings made within the Planet Wealth ecosystem. North Capital’s escrow account services will be fully API integrated with our funding platforms for both issuers and investors. When an issuer submits its offering to our platform for review, a North Capital escrow account is automatically opened. North Capital performs a compliance and bad actor check, then shares the results with Planet Wealth, reducing our compliance time and expense.

The funding platform provides the details of the North Capital escrow account directly to the investor at the time of investment. This provides a seamless experience for the investor, who is able to fund the investment directly to North Capital using ACH, wire or credit card. The investment is then held in escrow until the issuer meets the requirements to break escrow.

Each Turnkey Suite is currently connected to our CrowdFunding platform- although the connection will not go live until FINRA accepts the membership application of our subsidiary, PW Capital. Once PW Capital is permitted to operate as a funding portal, if an issuer subscribes for resale services and complies with applicable securities laws, the offering will be made available to the Planet Wealth Members on the funding portal. In addition, an issuer who wishes to digitize its offering can onboard the securities by signing a transfer agent agreement with Vertalo, which has contracted with Planet Wealth to provide transfer agent services for Planet Wealth Members who opt to represent securities in digital form.

When we have completed development and registration of our ATS trading platform, an issuer within our ecosystem will be able to list its security for resale on the Planet Wealth ATS, after onboarding with Vertalo. Each issuer that uses the LaunchPro to develop a digital security will be provided a wallet to house that security, from which transfers to investors will be processed securely.

Risk Management

Additional benefits of the interface between the LaunchPro and the North Capital applications are the compliance services that North Capital will provide for issuers. These include:

● KYC (Know-Your-Customer) verification of investor identities;

● AML (Anti-Money-Laundering) review of OFAC, FBI and other lists of problematic investors;

● Source of Funds reviews to guard against receipt of funds from criminal activities; and

● Bad Actor checks on the management personnel of issuers, which is necessary for issuers to qualify for the SEC’s registration exemptions.

Issuers utilizing the LaunchPro will also be offered the opportunity to purchase an errors and omissions-type insurance policy administered by Assurely and underwritten by AXA, the world’s second largest financial services company. Purchasing the policy will provide issuers a measure of safety against the cost of frivolous lawsuits arising from their offerings, and may give investors the comfort of knowing that, in the event of an investor lawsuit with which they disagree, their investments will not be exhausted by the Issuer’s expenses in defending against the suit.

Cap Table Management

Upon completing an offering of securities, the issuer assumes a new set of obligations: responsibilities to equity holders created by state laws as well as the need for circumspection in determining whether, by reason of the number of its equity holders, the issuer becomes subject to regulation by the SEC. The LaunchPro provides issuers with a set of tools to enable compliance with these post-closing obligations:

● Notices: The LaunchPro will allow issuers to distribute to equity-holders (shareholders or members) proxy material or other notices prepared by the issuer or an external party. The dashboard that serves as the issuer’s interface with the LaunchPro includes a front-end application that communicates with the distribution service. Issuers can choose how to deliver the notification, including e-mail or postal delivery.

● Cap table management: Issuers can manage their capitalization tables and generate reports as needed. Of particular interest, issuers of digital securities can set a limit on the number of equity holders, in order to prevent triggering the need for SEC registration when total investors reach 2,000 or non-accredited investors reach 500. As the limit is approached, controls embedded in the smart contract can prevent new token issuances as well as subdivision of tokens.

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Development of an Investor Database

The key to achieving liquidity is to provide the initial investors access to resale investors. Therefore, part of our plan for facilitating liquidity for our issuer clients involves development of an investor database. For the same reason that brokerage firms are customarily valued on the basis of customer-count, we anticipate that the development of a rich and expansive database of information about potential investors will be a major contribution to growth in the value of Planet Wealth.

Planet Wealth members, at their initial registration, will be asked to permit Planet Wealth to store their email addresses and communicate with them about Planet Wealth. Then, when a Member first registers to make an offering, invest in an offering, borrow funds or engage in any other of the Planet Wealth activities, the Member will be asked to agree to inclusion of their personal information in Planet Wealth’s database, and to use of that information to market securities offerings to the Members.

Most of our Member and client issuers will market their offerings on websites located on servers provided by Planet Wealth or, after we have the appropriate regulatory approvals, will list their offering on one of our funding portals, depending on whether they choose to make a Regulation CF offering or a Regulation D offering. As potential investors access either website, they too will be asked to opt-in and have their personal information added to the Planet Wealth database. Opting-out at a later stage will be possible.

In this manner, we will accumulate a database of willing investors who have volunteered to be approached about other investment opportunities. The database will also contain the investors’ KYC verifications, AML assurances, contact information, and identification as accredited or not and U.S. resident or not. This will represent a rich trove of information to support future marketing efforts. Our use of this database will depend on privacy regulations in place at the time (these are today in flux) and the direction our business takes us. Within the context of our Planet Wealth ecosystem, the availability of the database will be a source of liquidity for issuers.

Marketing

The success of the Planet Wealth business plan will depend in large part on the Company’s success in developing a Membership Community promptly and in sufficient size as to serve as a significant market for security offerings made within the Planet Wealth ecosystem. For this reason, the Company intends, as funds allow, to develop an in-house marketing department – to date we have engaged a Special Marketing Analyst to assist in organizing that department. However, because our need for marketing exceeds our present ability to fund marketing, we have entered into two outsource arrangements designed to energize our marketing program during our first three years of operations.

Marketing and Sales Development Agreement with 148 Ventures, LLC. 148 Ventures, LLC, a holding company for Todd Wier, one of the co-founders of Planet Wealth, has entered into a Marketing and Sales Development Agreement designed to entrust to 148 Ventures primary responsibility for launching the market program for Planet Wealth. The Agreement charges 148 Ventures with responsibility for:

● Developing an inclusive digital marketing and sales strategy for Planet Wealth;

● Identifying prospective markets;

● Implementing the advertising strategy using Key Performance Indicators;

● Assisting the Company’s CIO in designing a data-based remarketing strategy;

● Developing or procuring sales training programs and other products for sale by Planet Wealth; and

● Assisting the CIO in developing a Business Opportunity Turnkey to be distributed to the Company’s sales agents.

In compensation for its services, Planet Wealth will pay 148 Ventures 10% of its net revenue during the term of the agreement and for two years thereafter plus 50% of its gross revenue from sale of products produced by 148 Ventures. In addition, the Agreement requires Planet Wealth to reimburse expenses incurred by 148 Ventures by paying a stipend of $40,000 per month during the term of the agreement. The Agreement will terminate on August 31, 2024.

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Sales Agency Agreement with Chris Corica. Mr. Corica, who was a co-founder of Planet Wealth and is a member of PW’s Board of Directors, has entered into a Sales Agency Agreement with Planet Wealth. The Agreement authorizes Mr. Corica to solicit potential issuers and potential investors to become Members of the Planet Wealth Community. Mr. Corica may also introduce sub-agents who, if approved by Planet Wealth, will perform the same function. In compensation for his services, Planet Wealth will pay Mr. Corica 50% of the net revenue earned by Planet Wealth from providing products and services to a Member introduced by Mr. Corica (excluding net revenue in the form of a success fee or fee contingent on the results of an offering) and 5% of net revenue earned from Members introduced by sales agents introduced by Mr. Corica Either party may terminate the agreement at will, except that Planet Wealth cannot terminate the agreement until July 2025 and, if it terminates without cause, must continue to pay fees to Mr. Corica for two years after the date of termination.

We intend to use the Sales Agency Agreement with Mr. Corica as a model for an expanding network of sales agents, once the Planet Wealth Community is active.

Plan for 2024

We intend to initiate the operations of the Planet Wealth ecosystem soon after this Offering Circular is declared qualified by the SEC. The website, as currently constructed, is adequate for the fundamental purposes of the ecosystem: to enable Members to design a business and capitalize it through an offering of securities. As funds become available, however, we plan to expand and enhance the website, to improve the resources available for our Members and to attract a broader demographic of Members.

Our ability to carry out this plan of expansion, and the schedule on which it will occur, will depend on the success of this Offering. This plan should be addressed in connection with the “Use of Proceeds” section earlier in this Offering Circular, particularly the allocations of proceeds to “Development of New Products” and “Working Capital”. The Plan below assumes that gross proceeds in excess of $7 million have been realized no later than Spring of 2024.

Plan of Expansion

		Funding
2024	1st Quarter	$	125K	Initiate public operations of PW Capital, Inc., our subsidiary that operates a CrowdFunding Portal, if FINRA membership has been approved.
	2nd Quarter	$	25K	Recruiting a reseller network to solicit Members and distribute Planet Wealth products and services. Development of a Reseller Turnkey Suite to assist resellers.
		$	75K	Development of Turnkey Suite for offering of tax-advantaged partnership interests.
	3rd Quarter	$	125K	Reinstate broker-dealer registration of subsidiary, Planet Wealth Securities, Inc., and initiate operations as a platform for Regulation A and Regulation D offerings.
		$	100K	Expansion of educational offerings, including deal construction and sales training.
	4th Quarter	$	100K	Develop and market Enterprise Turnkey Suite.

Employees

Planet Wealth and its subsidiaries have two full-time employees – the CEO of Planet Wealth and a Special Marketing Analyst – and two part-time employees. None of our employees is a member of a collective bargaining group.

Property

Planet Wealth’s executive offices are located at 300 NW B Street, Suite 1, Bentonville, Arkansas 72712. The offices are provided by our Chief Executive Officer free of charge.

As financing becomes available, our plan is to lease a suite of offices in Bentonville to house our executive offices and primary operations, including administration, technology, compliance, marketing and support. We anticipate that we will be able to secure a suitable location for approximately $5,000 per month.

Legal Proceedings

Neither Planet Wealth nor any of its subsidiaries is party to any legal proceeding at this time.

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MANAGEMENT

Planet Wealth is currently managed by a Board of three Directors and a single executive officer. As we prepare for the launch of our business, we understand that our management resources must expand. At the administrative level, we expect in the near term to add an experienced Chief Financial Officer to oversee the financial operations of our business and later to add a Chief Marketing Officer to oversee our marketing program.

The Company’s current directors and executive officers are as follows:

NAME	AGE	POSITION
Craig Weiss	56	Chairman of the Board
Lance Woodson	43	Director, Chief Executive Officer, Chief Information Officer, Secretary
Chris Corica	48	Director

Term of Office

All the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected and qualified. The Company’s executive officers are appointed by the Company’s board of directors and hold office until their resignation, removal, death or retirement.

Background and Business Experience

The business experience of each of the Company’s directors and executive officers is as follows:

Craig Weiss is a co-founder and managing partner in Tower Ventures, one of the largest privately-held tower companies in the U.S. Tower Ventures currently owns over 400 towers in 35 states, which are leased to the cellular industry. From 2005 to 2020, Mr. Weiss was also involved in owning and managing Central Defense Security, the largest security provider in the MidSouth. In 2013 Mr. Weiss and his partners added Central Defense Staffing to Central Defense Security, to provide staffing services to the market they had already developed for security services. In 2020 they sold Central Defense Security to focus on the staffing business. Mr. Weiss is Chairman of the Board of Directors of Paragon Bank, a Southeast Regional Community Bank headquartered in Memphis with over $700 million in assets. Mr. Weiss earned an M.B.A. degree from the University of Memphis in 2000 and a B.A. degree from the University of Texas at Austin in 1990.

Lance Woodson helped to found Planet Wealth in April 2018 and has been employed by Planet Wealth in various executive positions since that time. Currently Mr. Woodson serves as Chief Executive Officer and leads Planet Wealth’s technology team, responsible for optimizing the LaunchPro experience and integrating AI technology with the Planet Wealth Turnkey products in 2023. Mr. Woodson brings to Planet Wealth 23 years of experience in cutting-edge engineering. Among his accomplishments were an upgrade to Shell Oil’s African network, supervision of the team responsible for Windstream’s corporate network, construction of a data center for Entergy, and migration of a data center for FIS Global. Immediately before joining Planet Wealth, Mr. Woodson served as Senior Solutions Architect for Integration Partners and as Director of Networking for NetGain Technologies.

Chris Corica helped to found Planet Wealth in April 2018 and has since assisted in organizing its corporate systems. Recently Mr. Corica committed to provide marketing services to Planet Wealth for the next two years. Professionally, Mr. Corica founded Queen City Funding, Inc. in 2007 and serves as its CEO. Queen City Funding arranges financing for real estate acquisition and development in New York State and Florida.

Code of Ethics

The Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial resources. The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and employees and obtain additional financial resources.

Committees; Audit Committee Financial Expert

As of the date of this report, the Company has not established an audit committee, a nominating or corporate governance committee, or a compensation committee. The Company’s full board of directors, therefore, performs the functions that customarily would be undertaken by those audit committees. The Company’s board of directors is comprised of three directors, none of whom satisfies the general independence standards of the NYSE American listing requirements.

The Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. In the future, the Company intends to establish board committees and to appoint such persons to those committees as are necessary to meet the corporate governance requirements imposed by a national securities exchange, although it is not required to comply with such requirements until the Company elects to seek listing on a national securities exchange.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid for the past two fiscal years to the Company’s Chief Executive Officer and those executive officers that earned in excess of $100,000 during the year ended February 28, 2023 (collectively, the “Named Executive Officers”):

Name and Principal Position	Year Ended February 28,	Salary ($)			Option Awards ($)(1)		Total ($)
Lance Woodson(2)	2023	$	180,000		$	167,848	$	347,848
	2022	$	220,000	(4)	$	97,911	$	277,911
Greg Sossaman(3)	2023	$	182,769		$	912,080	$	1,094,849
	2022	$	160,000		$	1,344,761	$	1,504,761

(1)	The amounts in this column represent the grant date fair value of stock option awards, computed in accordance with FASB ASC Topic 718.
(2)	Mr. Woodson has served as Chief Executive Officer and Chief Information Officer since December 2022. Mr. Woodson has served as Chief Information Officer throughout the past two fiscal years.

(3)	Mr. Sossaman served as Chief Executive Officer from July 2021 through November 2022.
(4)	Mr. Woodson’s salary for the year ended February 28, 2022 included a bonus of $40,000 granted by the Board of Directors but not funded. On June 12, 2023, the accrued bonus was exchanged by Mr. Woodson for 200,000 shares of common stock.

Employment Agreements

Lance Woodson. Planet Wealth has an Amended and Restated Employment Agreement with Lance Woodson dated November 1, 2023. The Agreement terminates in May 2026. Mr. Woodson is engaged as Chief Executive Officer, Secretary and as a member of the Board, and agrees to devote full time to carry out those responsibilities. The Company will pay Mr. Woodson a salary of $15,000 per month until 90 days after this Offering Circular is qualified, and a salary of $20,000 per month thereafter. Mr. Woodson will also be awarded quarterly and annual bonuses if certain pre-defined goals are achieved. The Company issued to Mr. Woodson options to purchase 2,500,000 shares for $.16 per share and 385,000 shares for $.18 per share. The options will vest in monthly tranches over the term of his employment.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth all outstanding equity awards held by the Company’s Named Executive Officers as of February 28, 2023, the end of last fiscal year.

	Option Awards
Name	Number of Shares Underlying Unexercised Options - Exercisable		Number of Shares Underlying Unexercised Options- Unexercisable		Option Exercise Price		Option Expiration Date
Lance Woodson		87,800		19,200	$	5.00	7/16/2025

Incentive Plans

The Company has not adopted any equity incentive compensation plan.

Director Compensation

During the year ended February 28, 2023, the Company’s non-employee directors were not paid any cash compensation, nor were they issued any equity compensation during the year ended February 28, 2023.

On May 24, 2023, the Company granted to each of Lance Woodson and Chris Corica an option to purchase up to 1,775,000 shares of common stock at an exercise price of $0.0001, payable in cash or by cashless exercise. The options vested when the Company’s $150,000 Convertible Note payable to Craig Weiss was fully paid and satisfied, which occurred in August 2023. The options were subsequently exercised in full.

There are no employment contracts or compensatory plans or arrangements with respect to any director that would result in payments by the Company to such person because of his or her resignation as a director or any change in control of the Company.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors.

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RELATED PERSON TRANSACTIONS

As a matter of unwritten Company policy, all transactions between Planet Wealth and related persons (i.e. directors, officers, 10% shareholders and persons or entities in which any of the foregoing are interested) involving more than de minimis value are reviewed by the Company’s Board of Directors. Related party transactions are approved only if the overall net benefit to the Company of the transaction exceeds the net benefit the Company could realize from an independent party.

The following text describes the transactions occurring since March 1, 2021 and any currently proposed transaction, in which Planet Wealth or its subsidiaries was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Planet Wealth at year-end for the last two completed fiscal years, and in which any person who is currently a related person had or will have a direct or indirect material interest.  Transactions in the nature of employment compensation are excluded here, but are set forth above under “Management Compensation”.

Craig Weiss, Chairman of the Board

On June 14, 2021, Pursuant to a Loan Agreement, the Company borrowed $800,000 in cash from Craig Weiss and agreed to repay Mr. Weiss $840,000 on January 3, 2022. On December 13, 2021, the parties amended the Loan Agreement to extend the Maturity Date of the Loan to the earlier of (i) the 40^th day after the effective or qualification date of a registered securities offering by the Company or (ii) August 3, 2022. On September 12, 2022, the parties again amended the Loan Amendment, to extend the maturity date of the Loan to September 1, 2023. On March 1, 2023, by agreement with Mr. Weiss, the Company issued 4,684,930 shares of its common stock to satisfy the principal amount of the Loan and $136,986 of accrued interest.

Between August 2022 and May 2023, Mr.Weiss provided cash advances to the Company in the aggregate amount of $440,000. These advances did not have a stated interest rate or a maturity date. In May 2023, the Company issued 2,200,000 shares of common stock to Mr. Weiss to satisfy its obligation to repay the cash advances.

During the three months ended August 2023, Mr. Weiss provided cash advances to the Company in the aggregate amount of $150,000. These advances did not have a stated interest rate or a maturity date. In August 2023, the Company repaid the cash advances.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of the Company’s Voting Stock

On the date of this Offering Circular, Planet Wealth has three outstanding classes of stock with voting power: 31,389,862 shares of Common Stock, 197,104 shares of Series B Preferred Stock, and 520,000 shares of Series D Preferred Stock. Each share of Series B Preferred Stock is convertible by its holder into five shares of common stock and carries voting rights equal to those carried by five shares of common stock. Each share of Series D Preferred Stock is convertible by its holder into 1.5 shares of common stock and carries voting rights equal to those carried by 1.5 shares of common stock.

The following table sets forth information known to us with respect to the beneficial ownership of each class of our voting stock as of the date of this registration statement by the following:

● Lance Woodson, our Chief Executive Officer,

● each of our directors, and

● all directors and executive officers as a group.

● each shareholder known by us to own beneficially more than 5% of a class of our voting stock,

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

	Common Stock					Series B Preferred					Series D Preferred
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percentage of Class			Amount and Nature of Beneficial Ownership(1)		Percentage of Class			Amount and Nature of Beneficial Ownership(1)		Percentage of Class			Total Voting Power
Lance Woodson(2)		2,911,400		9.2	%		--		--			--		--			8.7	%
Craig Weiss		7,188,326		22.9	%		20,000		10.1	%		60,000		11.5	%		22.3	%
Chris Corica(3)		2,195,000		7.0	%		--		--			--		--			6.6	%
All officers and directors as a group (3 persons)(2)(3)		12,294,840		38.7	%		20,000		10.1	%		60,000		11.5	%		37.2	%
R. Jeffrey Cole		244,375		0.8	%		32,519		16.5	%		--		--			1.2	%
Glenn Crosby		28,125		0.1	%		12,671		6.4	%		--		--			0.3	%
Andrew Doggett		67,500		0.2	%		15,675		8.0	%		--		--			0.4	%
John T. Goggans, Jr.		--		--			10,000		5.1	%		--		--			0.2	%
Anthony Mascioli		--		--			25,000		12.7	%		--		--			0.4	%
Kenneth Weiss		43,125		0.1	%		14,328		7.3	%		7,500		1.4	%		0.4	%
Jared Patterson		--		--			--		--			30,000		5.8	%		0.1	%

(1) Ownership is of record and beneficial unless otherwise noted.

(2) Not included are shares subject to options to purchase 107,000 shares for $5.00 per share and options to purchase 100,000 shares for $9.00 per share, which are fully vested. Also not included are 2,500,000 shares subject to an option to purchase for $0.16 per share, which have partially vested, and options to purchase 385,000 shares for $0.18 per share, which have fully vested.

(3) Not included are shares subject to options to purchase 20,000 shares for $5.00 per share and options to purchase 100,000 shares for $9.00 per share, which are fully vested.

Changes in Control

The Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change in control of the Company.

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DESCRIPTION OF CAPITAL STOCK

Planet Wealth’s Certificate of Incorporation authorizes the Board of Directors to issue Common Stock, five designated series of Preferred Stock, and Blank Check Preferred Stock. The number of shares of each authorized and the number currently outstanding are set forth in the following table.

	Authorized		Outstanding		Fully Converted
Common Stock, $.0001 par value		100,000,000		32,189,862		32,189,862
Series B Preferred Stock, $.0001 par		500,000		197,104		985,520
Series C Preferred Stock, $.0001 par		100,000		100,000		--
Series D Preferred Stock, $.0001 par		600,000		520,000		780,000
Series F Preferred Stock, $.0001 par		847,070		847,070		8,470,700	(1)
Series G Preferred Stock, $.0001 par		103,500		103,500		517,500	(1)
Blank Check Preferred Stock		7,745,930		--		--
Total						41,943,582

⁽¹⁾ Neither Series F nor Series G Preferred Stock can be converted into a number of shares of common stock that, when added to the common stock owned beneficially by the converting holder, would represent more than 4.9% of the Company’s outstanding common stock.

Series B Preferred Stock

Ownership of a share of Series B Preferred Stock provides the holder with the following rights:

● the right to convert the Series B share into five (5) shares of Common Stock.

● voting rights equal to five shares of Common Stock.

● cumulative preferential cash dividends equal to 0.00002% (i.e. the holders of the 197,104 outstanding Series B shares will receive 3.94%) of the Company’s Adjusted Gross Income (i.e. revenue less direct expenses (other than research and development) attributable to revenue, including expenses for development of marketable software services, expenses attributable to customer support, and obligations to providers of services resold by the Company); provided that the right to dividends will cease when the shareholder has received $30 in cumulative dividends, Planet Wealth is sold, or the Common Stock becomes liquid - i.e. the average publicly reported trading volume for Planet Wealth common stock during the preceding sixty trading days exceeds two thousand (2,000) shares.

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

Series C Preferred Stock

Ownership of all 100,000 authorized shares of the Series C Preferred Stock provides the holder with the following rights:

● no voting rights.

● cumulative preferential cash dividends equal to 10% of the Company’s Adjusted Gross Income (as defined above), such rights terminating on December 31, 2027.

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Series D Preferred Stock

Ownership of a share of Series D Preferred Stock provides the holder with the following rights:

● the right to convert each Series D share into one and one-half (1.5) shares of Common Stock.

● voting rights equal to one and one-half shares of Common Stock.

● cumulative preferential cash dividends equal to 0.00002% (i.e. the holders of all 520,000 outstanding Series D Shares would receive 10.4%) of the Company’s Adjusted Gross Income (as defined above); provided that the right to dividends will cease when the shareholder has received $30 in cumulative dividends, Planet Wealth is sold, or the Common Stock becomes liquid (as defined above).

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

Series F Preferred Stock

Ownership of a share of Series F Preferred Stock provides the holder with the following rights:

● no voting rights, except that in connection with a Sale Transaction, the holder of Series F Preferred Stock shall have voting rights equal to a holder of the number of shares of Common Stock into which the Series F Preferred Stock may be converted without regard to the limit on conversion described in Note (2) above. A “Sale Transaction” means a merger or consolidation in which Planet Wealth is not the surviving entity, or a sale, lease or exchange of substantially all of Planet Wealth’s assets.

● the right to convert each Series F share into ten (10) shares of Common Stock, except that Series F Preferred Stock cannot be converted into a number of shares of common stock that, when added to the common stock owned by the converting holder, would represent more than 4.9% of the Company’s outstanding common stock.

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

● the right to designate a Board Observer.

Series G Preferred Stock

Ownership of a share of Series G Preferred Stock provides the holder with the following rights:

● no voting rights, except that in connection with a Sale Transaction, the holder of Series G Preferred Stock shall have voting rights equal to a holder of the number of shares of Common Stock into which the Series G Preferred Stock may be converted without regard to the limit on conversion described in Note (2) above. A “Sale Transaction” means a merger or consolidation in which Planet Wealth is not the surviving entity, or a sale, lease or exchange of substantially all of Planet Wealth’s assets.

● the right to convert each Series G share into five (5) shares of Common Stock, except that Series G Preferred Stock cannot be converted into a number of shares of common stock that, when added to the common stock owned by the converting holder, would represent more than 4.9% of the Company’s outstanding common stock.

● cumulative preferential cash dividends equal to 0.00002% (i.e. the holders of the 103,500 outstanding Series G shares will receive 2.07%) of the Company’s Adjusted Gross Income (as defined above); provided that the right to dividends will cease when the shareholder has received $30 in cumulative dividends, Planet Wealth is sold, or the Common Stock becomes liquid (as defined above).

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

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Blank Check Preferred Stock

The term “blank check preferred stock” refers to stock whose authorization gives the Board of Directors the flexibility to create one or more series of preferred stock, from time to time, and to determine the relative rights, preferences, powers and limitations of each series, including: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will be cumulative, (iii) the dividend rate, if any, and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of redemption, including timing, rates and prices, (vi) conversion rights, (vii) any voting rights and (viii) any other relative, participating, optional or other special rights, preferences, powers, qualifications, limitations or restrictions.

Options

There are outstanding options exercisable into 5,864,363 shares of our common stock outstanding, as reflected on the following table.

Price Per Share		Shares – Vested		Shares – Not Vested		Total Shares
$	0.16		416,400		2,084,000		5,000,000
$	0.18		275,000		110,000		385,000
$	5.00		514,363		--		514,363
$	9.00		79,167		250,833		330,000
$	10.00		20,000		--		20,000
Total			1,304,130		2,444,833		3,748,963

Dividend Policy

Since our inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid. In the future, our Board of Directors may decide, at their discretion, whether dividends may be declared and paid, taking into consideration, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

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SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of common stock in the public market could adversely affect market prices prevailing from time to time.

Upon completion of this offering, assuming the maximum number of shares of common stock offered in this offering are sold, there will be 40,751,362 shares of our common stock outstanding. This number excludes any issuance of additional shares of common stock that could occur in connection with any exercise of stock options outstanding as of the date of this Offering Circular. The 10,000,000 shares sold in this Offering (if the maximum offering is completed) will be freely tradable in the public market, except to the extent they are acquired by an “affiliate” of ours, as such term is defined in Rule 405 under the Securities Act. Under Rule 405, an affiliate of a specified person is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person. Any affiliate of ours that acquires our shares can only further transact in such shares in compliance with Rule 144 under the Securities Act, which imposes sales volume limitations and other restrictions on such further transactions. See “Rule 144,” below.

In addition to the foregoing, outstanding shares of our common stock not sold in this offering will be restricted securities written the meaning of Rule 144, and would be tradable only if they are sold pursuant to a registration statement under the Securities Act or if they qualify for an exemption from registration, including under Rule 144. See “Rule 144,” below.

Rule 144

It is our intention to register Planet Wealth as an SEC-reporting company under the Securities Exchange Act of 1934, effective on the date when this Offering Circular is qualified. 90 days after we file that registration, a person who is not an affiliate of the Company and has beneficially owned restricted shares of our common stock for at least six months, would be entitled to sell such securities, provided that the Company has made all filings required by the Rules of the SEC. A person who is an affiliate of ours at such time would be subject to additional restrictions, including that such person would be entitled to sell within any three -month period only a number of shares that does not exceed the greater of the following:

● 1% of the number of shares of our common stock then outstanding; or

● the average weekly trading volume of our common stock during the four calendar weeks preceding the filing by such person with the SEC of a notice on Form 144 with respect to the sale. Persons replying on Rule 144 to transact in our common stock must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Lock Up -Agreements

There are currently no lock-up agreements with our officers, directors, and current stockholders.

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PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS

General

The Company is offering up to 9,361,500 shares of common stock to be sold by the Company and 638,500 shares of common stock to be sold by the Selling Shareholders, all on a “best efforts basis” at an offering price of $1.00 per share (the “Offered Shares”), as further described in this Offering Circular. There is no minimum number of shares of common stock that must be sold in this Offering. Any funds derived from the sale of Offered Shares by the Company will be immediately available to us for use. Funds derived from the sale of Offered Shares by the Selling Shareholders will be transferred to the Selling Shareholders as described below. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We currently intend to sell the shares of common stock offered hereby through the efforts of members of our management team, including our Chief Executive Officer, Lance Woodson, among others. Members of our management team will not receive any compensation for offering or selling the Offered Shares. We believe that Mr. Woodson and the other members of our management team are exempt from registration as broker-dealers under the provisions of Rule 3a4-1 promulgated under the Exchange Act. In particular, each such individual:

● is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Exchange Act;

● is not to be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

● is not an associated person of a broker or dealer; and

● meets the conditions of the following:

● primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities;

● was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and

● did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.

The Company intends to market the Offered Shares both through online and offline means. Online marketing may take the form of contacting potential investors through various channels of online and electronic media whereby the Offering Circular may be delivered contemporaneously.

As of the date of this Offering Circular, we have not entered into any agreements with selling agents or broker dealers for the sale of the Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers to aid in the sale of the shares of our common stock being offered hereby. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 7.0% of the gross offering proceeds from their sales of shares of our common stock pursuant to this Offering Circular, although we may pay sales commissions greater than 7.0%. In the event that we choose to utilize the services of a selling broker-dealer to aid in the sale of shares of our common stock, we expect that we will enter into a standard selling agent agreement with such broker-dealer, pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions on the sale of shares of common stock effected by the broker-dealer.

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Termination of Offering

This offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold, (ii) the date which is three years from the date on which this Offering Circular is qualified by the SEC, or (iii) the date at which the offering is earlier terminated by the Company in its sole discretion, which may happen at any time (the “Offering Termination Date”). At least once in every twelve month period, the Company must amend the Offering Circular to include current financial statements.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the SEC, the Company will accept tenders of funds to purchase shares of our common stock offered hereby. The minimum number of Offered Shares that an investor may purchase is 300. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). There are no conditions that the Company must meet in order to hold a closing. A closing will occur each time the Company determines to accept funds. After the initial closing, the Company expects to hold closings at least once every month. Tendered funds will only be returned to investors upon termination of the Offering as set out above, in which case any money tendered by potential investors and not accepted by the Company will be promptly returned by the Company. Upon a closing, funds tendered by investors will be made immediately available to the company for its use.

Offering Expenses

We are responsible for all offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the marketing the Offered Shares; (iii) all filing fees, including FINRA and blue sky notice filing fees; (iv) all of the legal fees related to the filing of notice filings under state securities laws; and (v) fees and expenses of the transfer agent for our shares.

Investment Limitations

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.

For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of Offered Shares.

In order to purchase Offered Shares, and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that the investor is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

Because this is a Tier 2 Regulation A offering, most investors must comply with the 10% limitation on investment in the offering. The only investor in this offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

i. You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

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ii.	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares1;
iii.	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;
iv.	You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
v.	You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
vi.	You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or
vii.	You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

Procedures for Subscribing

If you are interested in subscribing for shares of common stock in this offering, please go to www._______________.com to electronically receive and review the information set forth on that website.

If, after reviewing the available information, you decide to subscribe for Offered Shares, you should:

Go to www.___________________.com, click on the “Invest Now: button and follow the procedures as described therein, which are:

1.	Electronically receive, review, execute and deliver to us a subscription agreement; and
2.	Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by Planet Wealth, Inc.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

¹ For purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the purchase of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the purchase of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability

37

Right to Reject Subscriptions

After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our account, we will review your subscription agreement and we will have the right to accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Registrar and Transfer Agent, Book-Entry Only

All shares of common stock sold in this offering will be issued by our Transfer Agent to investors in book-entry only format and will be represented by a stock transfer ledger, maintained by our Transfer Agent, VStock Transfer, LLC.

Investors in the shares of our common stock will not be entitled to have the stock certificates registered in their names and will not receive or be entitled to receive physical delivery of the shares in definitive form. Transfers of common stock owned by investors will be facilitated through the Transfer Agent. As a result, you will not be entitled to receive a stock certificate representing your interest in the shares of common stock you purchase. Your ability to pledge shares of common stock that you purchase, and to take other actions, may be limited because you will not possess a physical certificate that represents your shares. Investors will receive written confirmation from the Transfer Agent upon closing of their purchases. Transfers of the shares of common stock will be recorded on the stock transfer ledger maintained by the Transfer Agent. We have no responsibility for any aspect of the actions of the Transfer Agent. In addition, we have no responsibility or liability for any aspect of the records kept by the Transfer Agent relating to, or payments made on account of investors in, the shares, or for maintaining, supervising or reviewing any records relating to ownership of shares. We also do not supervise the systems of the Transfer Agent.

Selling Shareholders

Certain shareholders of the Company intend to sell up to 638,500 shares of their Common Stock in this Offering. Those Selling Shareholders will receive total gross proceeds of the offering equal to $638,500, assuming all of the 10,000,000 Offered Shares are sold.

Selling Shareholders will participate on a pro rata basis, which means that at each closing each Selling Shareholders will be able to sell its pro rata portion (as set forth in the table below) of the number of shares being issued to investors at that closing. For example, if the entire number of Offered Shares is sold, the Company will issue shares and receive gross proceeds of $9,361,500 while each of the Selling Shareholders will receive its pro rata portion of the remaining $638,500 in gross proceeds and will transfer the applicable shares to investors in this offering. Selling Shareholders will not offer fractional shares and the shares represented by a Shareholder’s pro rata portion will be determined by rounding to the nearest whole share.

Each Selling Shareholder has entered into an irrevocable power of attorney (“POA”) with the Company and its CEO, as attorney-in-fact, in which the Selling Shareholder directs the Company and the attorney-in-fact to take the actions necessary in connection with the offering and sale of their shares. A form of the POA is filed as an exhibit to the Offering Statement of which this Offering Circular forms a part.

38

Selling Shareholder	Shares owned prior to Offering	Shares offered by Shareholder	Shares owned after the Offering (1)	Shareholder’s Pro Rata Portion (2)
To be set forth in an amendment to the Offering Circular
TOTAL		638,500

(1) Assumes maximum number of shares are sold in this Offering.

(2) “Pro Rata Portion” represents the Selling Shareholder’s portion of all shares offered by the Selling Shareholders (i.e. 22,500,000 shares) in this Offering.

Material Relationships of Selling Shareholders with Planet Wealth

Between August and October of 2023, Planet Wealth conducted a private offering of 10% convertible debentures and sold $850,000 in principal amount of the debentures. The terms of the debentures included a provision that, upon the date on which an offering circular filed with the SEC by Planet Wealth was declared qualified by the SEC, the principal and accrued interest on the debentures would automatically convert into the right to receive shares of Planet Wealth common stock. The conversion rate was 20% of the offering price set forth in the offering circular. The debenture further provided that debenture-holders would be permitted to include a portion of the shares in this offering as Selling Shareholders.

Upon the date of qualification of this Offering Circular, the eighteen debenture-holders received 4,462,500 shares of Planet Wealth common stock in exchange for the principal and interest on their debentures. The Selling Shareholders in this offering were those among the debenture holders who opted to include shares in this offering.

Except as set forth above, no Selling Shareholder has held any position or office with us or any of our affiliates, nor has had any other material relationship (other than as a purchaser of securities) with us or any of our affiliates or predecessors within the past three years. Furthermore, none of the Selling Shareholders is a registered broker-dealer or an affiliate of a registered broker-dealer.

39

Provisions of Note in the Subscription Agreement

Forum Selection Provision

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the company based on the subscription agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the agreement, including any claim under federal securities laws. By signing the subscription agreement an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us that would permit a public offering of the securities offered by this offering circular in any jurisdiction where action for that purpose is required. The securities offered by this offering circular may not be offered or sold, directly or indirectly, nor may this offering circular or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction outside of the U.S., except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this offering circular comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this offering circular. This offering circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this offering circular in any jurisdiction in which such an offer or a solicitation is unlawful.

40

LEGAL MATTERS

The validity of the shares of our common stock offered hereby and certain other legal matters will be passed upon for us by Robert Brantl, Esq.

EXPERTS

The financial statements of the Company for the fiscal years ended February 28, 2023 and 2022 appearing elsewhere in this Offering Circular have been included herein in reliance upon the report of Prager Metis CPA’s LLC (“Prager Metis”), an independent registered public accounting firm, and upon the authority of Prager Metis as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the shares of common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. The SEC maintains an Internet website that contains the Form 1-A and other reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

41

Planet Wealth, Inc.

Index to Financial Statements

	Pages
For the Six Months Ended August 31, 2023 and 2022
Balance Sheets as of August 31, 2023 (unaudited) and February 28, 2023	F-2
Statement of Operations for the Three and Six Months ended August 31, 2023 and 2022 (unaudited)	F-3
Statement of Changes in Stockholders’ Equity (Deficit) for the Six Months Ended August 31, 2023 and 2022 (unaudited)	F-4
Statement of Cash Flows for the Six Months ended August 31, 2023 and 2022 (unaudited)	F-5
Notes to Financial Statements (unaudited)	F-6
Fiscal Years Ended February 28, 2023 and 2022
Report of Independent Registered Public Accounting Firm	F-29
Balance Sheet as of February 28, 2023 and 2022	F-30
Statement of Operations for the years ended February 28, 2023 and 2022	F-31
Statement of Changes in Stockholders’ Equity (Deficit) for the years ended February 28, 2023 and 2022	F-32
Statement of Cash Flow for the years ended February 28, 2023 and 2022	F-33
Notes to Financial Statements	F-34

F-1

Planet Wealth, Inc.

Balance Sheet

(Unaudited)

	August 31,			February 28,
	2023			2023
ASSETS
Current assets
Cash	$	440,045		$	104,998
Prepaid expenses and other assets		7,109			700
Total Current Assets		447,154			105,698
Property and equipment, net		27,026			31,382
Intangible assets		-			87,547
TOTAL ASSETS	$	474,180		$	224,627
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accounts payable and accrued expenses	$	303,771		$	480,455
Accounts payable and accrued expenses, related parties		30,341			45,341
Convertible notes payable, related parties		-			4,295,107
Convertible notes payable, other		350,000			350,000
Note payable, net of discount		270,833			-
Notes payable, related party		-			300,000
Common stock to be issued		250,000			-
Total current liabilities		1,204,945			5,470,903
Long term liabilities
Convertible notes payable		315,000			-
		1,519,945			5,470,903
STOCKHOLDERS’ DEFICIT
Preferred stock:
Series A Preferred Stock (100,000 authorized, par value $0.0001, and -0- issued and outstanding as of August 31, 2023, and February 28, 2023)		-			-
Series B Preferred Stock (500,000 shares authorized, par value $0.0001 and 197,104 issued and outstanding as of August 31, 2023, and February 28, 2023)		20			20
Series C Preferred Stock (100,000 authorized, par value $0.0001, and 100,000 issued and outstanding as of August 31, 2023, and February 28, 2023)		10			10
Series D Preferred Stock (600,000 shares authorized, par value $0.0001, and 520,000 issued and outstanding as of August 31, 2023, and February 28, 2023)		52			52
Series E Preferred Stock (103,500 shares authorized, par value $0.0001, 103,500 issued and outstanding as of August 31, 2023, and February 28, 2023)		10			10
Common stock:
(100,000,000 shares authorized, par value $0.0001; and 20,315,029 and 2,030,347 shares issued and outstanding as of August 31, 2023, and February 28, 2023)		2,032			203
Capital Stock to be issued		171			89
Additional paid-in capital		48,640,921			42,360,182
Treasury stock		(7,249,855	)		(7,249,855	)
Accumulated Deficit		(42,439,126	)		(40,356,987	)
Total Stockholders’ Deficit		(1,045,765	)		(5,246,276	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	474,180		$	224,627

The accompanying notes are an integral part of these statements

F-2

Planet Wealth, Inc.

Statement of Operations

(Unaudited)

	Six Months Ended August 31,
	2023			2022
Revenues	$	-		$	-
Operating expenses:
General and administrative, related parties		1,177,016			1,288,038
Research and development		-			28,233
General and administrative, other		683,952			974,968
Total Operating Expenses		1,860,967			2,291,239
Loss from Operations		(1,860,967	)		(2,291,239	)
Other expenses
Interest expense		46,659			10,000
Interest expense, related		174,513			149,326
Total Other Expenses		221,172			159,326
Loss before income taxes		(2,082,139	)		(2,450,565	)
Provision for income taxes		-			-
Net Loss	$	(2,082,139	)	$	(2,450,565	)
Loss per share, basic and fully diluted	$	(0.24	)	$	(1.21	)
Weighted average shares outstanding
Basic and diluted		8,703,757			2,028,840

The accompanying notes are an integral part of these statements

F-3

PLANET WEALTH, INC.

Statement of Changes in Stockholders’ Deficit

Six Months Ended August 31, 2023 and 2022

(Unaudited)

	Common Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Series E Preferred Stock				Capital stock to be			Additional Paid-in			Treasury			Retained			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		issued			Capital			Stock			Earnings			(Deficit)
Balance at March 1, 2023		2,030,347	$	203		197,104	$	20		100,000	$	10		520,000	$	52		103,500	$	10	$	89		$	42,360,182		$	(7,249,855	)	$	(40,356,987	)	$	(5,246,276	)
Shares of common stock issued for common stock to be issued		500,000		50		-		-		-		-		-		-		-		-		(2	)		(48	)		-			-			-
Stock options vested		-		-		-		-		-		-		-		-		-		-		-			1,031,573			-			-			1,031,573
Common stock issued for settlement of convertible notes- related accrued interest and notes payable- related		6,884,930		689		-		-		-		-		-		-		-		-		-			1,376,297			-			-			1,376,986
Common stock issued for accounts payable		167,369		17		-		-		-		-		-		-		-		-		-			33,457			-			-			33,474
Shares of common stock issued for accrued liabilities, related party		200,000		20		-		-		-		-		-		-		-		-		-			39,980			-			-			40,000
Shares of common stock issued and preferred stock to be issued for convertible notes, related party and accrued interest		10,532,383		1,053		-		-		-		-		-		-		-		-		84			3,799,480			-			-			3,800,617
Net loss		-		-		-		-		-		-		-		-		-		-		-			-			-			(2,082,139	)		(2,082,139	)
Balance at August 31, 2023		20,315,029	$	2,032		197,104	$	20		100,000	$	10		520,000	$	52		103,500	$	10	$	171		$	48,640,921		$	(7,249,855	)	$	(42,439,126	)	$	(1,045,765	)
Balance at March 1, 2022		2,017,835		202		197,104		20		100,000		10		520,000		52		103,500		10		85			40,022,649			(7,249,855	)		(36,435,394	)		(3,662,221	)
Shares of common stock sold for cash		2,500		-		-		-		-		-		-		-		-		-		-			24,999			-			-			24,999
Stock options vested		-		-		-		-		-		-		-		-		-		-		-			1,341,203			-			-			1,341,203
Acquisition of SFG Securities Inc.		-		-		-		-		-		-		-		-		-		-		-			23,158			-			-			23,158
Common stock issued for common stock to be issued		10,000		1		-		-		-		-		-		-		-		-		(1	)		-			-			-			-
Net loss		-		-		-		-		-		-		-		-		-		-		-			-			-			(2,450,565	)		(2,450,565	)
Balance at August 31, 2022		2,030,335	$	203		197,104	$	20		100,000	$	10		520,000	$	52		103,500	$	10	$	84		$	41,412,009		$	(7,249,855	)	$	(38,885,959	)	$	(4,723,426	)

The accompanying notes are an integral part of these statements

F-4

Planet Wealth, Inc.

Statement of Cash Flows

(Unaudited)

	For the Six Months Ended August 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,082,139	)	$	(2,450,565	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,031,573			1,341,203
Non-cash interest		20,833			23,158
Depreciation expense		4,357			4,141
Impairment		87,547			-
Changes in Operating Assets and Liabilities:
Prepaid expenses		(6,409	)		73,900
Accounts payable and accrued expenses		299,285			141,470
Accounts payable and accrued expenses, related parties		25,000			(27,692	)
Net cash used in operating activities		(619,953	)		(894,385	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangible assets		-			(87,547	)
Net cash used in investing activities		-			(87,547	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of note payable		500,000			-
Proceeds from issuance of current convertible notes payable		-			350,000
Proceeds from issuance of long term convertible notes payable		315,000			-
Proceeds from issuance of note payable, related party		140,000			110,000
Proceeds from sale of common stock		-			24,999
Payments on convertible debt		-			(155,339	)
Net cash provided by financing activities		955,000			329,660
NET CHANGE IN CASH		335,047			(652,272	)
CASH AT BEGINNING OF PERIOD		104,998			774,723
CASH AT END OF PERIOD	$	440,045		$	122,451
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock to be issued pursuant to note payable	$	250,000		$	-
Common stock issued and preferred stock to be issued for convertible notes, notes, and accrued interest, related parties	$	5,177,603		$	-
Common stock issued for accrued liabilities, related party	$	40,000		$	-
Common stock issued for accounts payable	$	33,474		$	-

The accompanying notes are an integral part of these statements

F-5

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

NOTE 1- ORGANIZATION

Planet Wealth, Inc. (the” Company”) was originally incorporated as PrefLogic, Inc. on April 30, 2018, in the State of Delaware. On May 6, 2021, the Company filed an Amendment to its Articles of Incorporation changing the name of the company to Planet Wealth, Inc.  The Company has created technology and software that simplifies the capital formation process, allowing businesses and individuals to access capital at low cost. On the Planet Wealth platform issuers will be able to raise capital, representing their securities in digital or certificated form.  The platform will provide such tools and services at no cost, giving entrepreneurs the opportunity to leverage their social capital to raise financial capital. When the Company’s Planet Wealth Global Partners, Inc, subsidiary receives the necessary regulatory approval, qualified securities issued on the Planet Wealth platform will be listed for issuance and trading on Planet Wealth exchanges, and the Company will charge a commission fee on such transactions.

The Company’s mission is to bring Wall Street to Main Street. The Company has developed proprietary technology in creating an ecosystem that provides businesses and individuals with the ability to earn, raise capital and grow wealth without the historical cost and complexity that currently exists. The Company’s LaunchPro software is a turnkey solution that eliminates expensive preparation and placement costs. LaunchPro is a free and easy-to-use, money-raising suite of tools that empower anyone to access capital they need to be an entrepreneur without needing expertise or business acumen.

On May 20, 2021, the Company filed Articles of Incorporation for the following entities; Planet Wealth Crypto, Inc. (“PWC”), Planet Wealth Global Partners, Inc. (“PWGP”) and Planet Wealth Securities Exchange, Inc. (“PWSE”) Each of the entities are wholly owned subsidiaries of the Company.

On February 7, 2022, PWGP entered into a Share Purchase Agreement, with Setrakian Financial Group, LLC (the “Seller”). The Seller is the sole owner of SFG Securities, Inc. (“SFG”). SFG is a U.S. Securities and Exchange Commission (“SEC”) registered broker-dealer and Financial Industry Regulatory Authority Inc. (“FINRA”) member firm in good standing. The agreement closed on July 15, 2022, when PWGP delivered to the Seller $87,547 (including $7,547 of the Net Capital Amount pursuant to the agreement), in exchange for 100% of the shares of SFG.

On May 5, 2023, the Company filed an Amendment to its Articles of Incorporation to effectuate a reverse stock split whereby every 10 shares of common stock converted to 1 share of common stock (the “Reverse Stock Split”). No fractional shares were issued, and all shares were rounded up if the result of the Reverse Stock Split owned by any shareholder was not a whole number. All share and per share information has been retrospectively adjusted to reflect the Reverse Stock Split.

On May 5, 2023,the Company filed Articles of Incorporation for Planet Wealth Capital, Inc. (“PWCAP”). PWCAP is a wholly owned subsidiary of the Company formed to operate the Company’s crowdfunding portal.

NOTE 2- GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of August 31, 2023, the Company has not generated any revenue since inception, had an accumulated deficit of $42,330,746 and has also generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

F-6

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

The Company intends to fund operations through equity or debt financing arrangements, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements. During the six months ended August 31, 2023, the Company received $140,000 in advances from a director and shareholder and $815,000 pursuant to the issuance of convertible notes.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of August 31, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended August 31, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

The consolidated unaudited financial statements include the accounts of Tokenholders, LLC., the Company’s wholly owned single member limited liability company and Planet Wealth Crypto, Inc., Planet Wealth Global Partners, Inc., Planet Wealth Securities Exchange, Inc. and Planet Wealth Capital, Inc. All significant intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at August 31, 2023, and February 28, 2023.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free- standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

F-7

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

Convertible notes payable, for which the embedded conversion feature does not qualify for derivative treatment, are evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature (BCF) as a debt discount, which is then accreted to interest expense over the life of the related debt using the straight-line method which approximates the effective interest method.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

F-8

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Property and equipment

Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets.

The estimated useful lives of property and equipment is as follows:

Office furniture and equipment 5 years

Indefinite-lived intangible assets

On July 15, 2022, the Company acquired SFG Securities (“SFG”) from Setrakian Financial Group LLC (the “Seller). The Seller owned 100% of SFG. SFG was registered with FINRA effective 5/28/2002, and was licensed to provide financial brokerage services, including buying, and selling securities such as stocks, bonds, and mutual funds, but was not doing business when the acquisition of SFG closed. Planet Wealth Global Partners, Inc. (the “Buyer”), is a wholly owned subsidiary of the Company. The Buyer purchased SFG from the Seller to place 506(c) offerings on our funding portal.

Pursuant to the Share Purchase Agreement (the “SPA”), the acquisition price was $80,000, and pursuant to the Cross Receipt the Company on July 14, 2022, on behalf of the Buyer remitted $67,547 to the Seller, including $7,547 for the net capital amount. Accordingly, the total acquisition cost was $87,547.

Management initially determined that the internal cost to create a Broker Dealer and obtain the necessary licenses and internal controls would approximate or exceed the $87,547 acquisition price and was included in Intangible Assets as of February 28, 2023,on the balance sheet presented herein.

In accordance with ASC 350-30-35-16, we evaluate our indefinite-lived intangible asset for impairment annually or more frequently when an event occurs, or circumstances change that indicates the carrying value may not be recoverable. If it is determined that the indefinite lived intangible asset’s fair value is less than the carrying value, we recognize an impairment equal to the difference between the carrying value and its fair value. Since the Company no longer had a licensed professional to provide financial brokerage services, including buying, and selling securities such as stocks, bonds, and mutual funds, the company submitted Form BDW (Uniform Request for Broker-Dealer Withdrawal) to FINRA on October 3, 2023, and FINRA terminated the license on October 23, 2023. Accordingly, the Company recorded an impairment of $87,547 for the six months ended August 23, 2023.

Revenue Recognition

The Company will recognize revenue in accordance with ASC 606 by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocation of the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of the fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

F-9

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Research and Development

Research and development costs are charged to expense as incurred. Research and development costs incurred for the six months ended August 31, 2023, and 2022, was $-0- and $28,233, respectively.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

Stock-based compensation

The Company accounts for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS No. 123R”)(ASC 718) using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions and the Financial Accounting Standards Board Emerging Issues Task Force Issue No. 96-18 “Accounting For Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With Selling Goods Or Services” (“EITF No. 96-18”) for share-based payment transactions with parties other than employees provided in SFAS No. 123(R) (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.

F-10

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Recent accounting pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company does not believe the adoption of the ASU will have a material impact on the Company’s financial position, results of operations or cash flows.

Other than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended August 31, 2023, that are of significance or potential significance to the Company.

NOTE 4 – RELATED PARTY TRANSACTIONS

Employment and Related Party Agreements

Todd Wier/148 Ventures

On May 24, 2023, the Company entered into a Marketing and Sales Development Agreement with 148 Ventures, designed to entrust to 148 Ventures primary responsibility for launching the market program for the Company. The Agreement charges 148 Ventures with responsibility for:

● Developing an inclusive digital marketing and sales strategy for Planet Wealth;

● Identifying prospective markets;

● Implementing the advertising strategy using Key Performance Indicators;

● Assisting the Company’s CIO in designing a data-based remarketing strategy;

● Developing or procuring sales training programs and other products for sale by Planet Wealth; and

● Assisting the CIO in developing the Business Opportunity Turnkey to be distributed to the Company’s sales agents.

In compensation for its services, the Company will pay 148 Ventures, 10% of its net revenues (the “Revenue Fee”). In addition, the Agreement requires Planet Wealth to reimburse expenses incurred by 148 Ventures by paying a stipend of $20,000 per month through September 2023 then $40,000 through the termination of the Agreement. The Agreement terminates on September 27, 2024, except that the Revenue Fee paid by Planet Wealth will continue for an additional two years.

F-11

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Sossaman

On Mach 25, 2021 (the Hire Date”), the Company entered into a four (4) year Employment Agreement with Gregory Sossaman. On the Effective Date (as defined below), Mr. Sossaman will be the Chief Executive Officer (“CEO”) of the Company. Prior to the Effective Date, Mr. Sossaman will have the role of Administrative Assistant to the CEO. The Effective Date is the date that Mr. Wier resigns as the CEO of the Company pursuant to the 2^nd MRA between the Company and Mr. Wier. Pursuant to the Separation Agreement (see below), Mr. Wier resigned as CEO of the Company on July 16, 2021, and Mr. Sossaman assumed the role of CEO on said date. The Company agreed to compensate Mr. Sossaman $180,000 annually on the Hire Date and increase it to $240,000 annually on the Effective Date and to $300,000 on the date the Company becomes publicly listed. Mr. Sossaman is also entitled to receive at the discretion of the Board up to 50% annual bonus. The Company also granted Mr. Sossaman an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of March 25, 2026 (See Note 7). The Company valued the option at $4,482,536, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. Mr. Sossaman resigned on December 15, 2022. Prior to the resignation, 226,563 options had vested and the remaining unvested options of 223,437 were cancelled. For the six months ended August 31, 2022, the Company recognized $617,397 stock- based compensation expense, which is included in related party expense.

Woodson

The Company entered into an Employment Agreement with Lance Woodson dated September 24, 2019. The Agreement has a two-year term as Chief Information Officer, Secretary and a member of the Board. The Company agreed to compensate Mr. Woodson $15,000 per month. The Company also issued a Stock Option to purchase 57,000 shares of common stock at $5.00 per share. On July 16, 2021, the Company entered into a new employment agreement with Mr. Woodson (see below). Pursuant to the July 16, 2021, agreement, all 57,000 options were vested.

On July 16, 2021, the Company entered into a two-year Employment Agreement with Mr. Woodson and terminated his prior agreement dated September 14, 2019. The Company agreed to compensate Mr. Woodson $15,000 per month and granted Mr. Woodson an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of May 31, 2026 (See Note 7). The Company valued the option at $499,547, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the six months ended August 31, 2023, and 2022, 4,200 and 8,400 options have vested, respectively, and the Company recorded $41,962 and $83,924 of stock- based compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively. On May 24, 2023, the Company entered into a new employment agreement with Mr. Woodson (see below). As of May 24, 2023, 30,800 of the 50,000 options had vested and 19,200 unvested remaining options were cancelled on that date.

On February 1, 2022, the BOD granted Mr. Woodson 100,000 shares of common stock for services rendered and to reward Mr. Woodson with a $40,000 bonus. Additionally, the Company also issued three- year Stock Options to purchase up to 100,000 shares of common stock at $9.00 per share, pursuant to meeting certain vesting criteria. The Company valued the options at $994,784, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. As of August 31, 2023, none of the options have vested.

F-12

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On May 24, 2023, the Company entered into an Employment Agreement (the “2023 Woodson Agreement”) with Lance Woodson to serve as the Company’s Chief Information Officer, and terminated his prior agreement dated July 16, 2021. The 2023 Woodson Agreement has an initial term of 3 years and automatically renews for up to 2 additional one-year periods if neither party terminates the agreement during the initial term or the first subsequent term. The Company shall pay Mr. Woodson $10,000 per month through the month in which the Cash Floor Threshold occurs. Commencing with the month the Cash Floor Threshold occurs the monthly payment shall be $15,000 plus the amount equal to $5,000 per month times the number of months beginning in December 2022 through the month the Cash Floor Threshold is met, divided by twelve. Mr. Woodson is also eligible to receive bonuses up to $270,000 during the initial term of the agreement. During the six months ended August 31, 2023, Mr. Woodson earned a bonus of $25,000, which is included in related party expense. The Company also issued an option for Mr. Woodson to purchase up to 2,500,000 shares of common stock at an exercise price of $0.16 per share (including a cashless exercise option) and an expiration date of April 30, 2028. The Company valued the option at $499,994, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the six months ended August 31, 2023, 208,332 options have vested, and the Company recorded $41,666 of stock-based compensation expense, which is included related party expense for the six months ended August 31, 2023. The Cash Floor Threshold means at the close of a business day the sum of the Company’s cash plus cash equivalents plus other liquid assets exceeds the sum of $1,000,000 plus the Company’s accounts receivables and accrued expenses.

On May 24, 2023, the Company granted an option to Mr. Woodson to buy up to 1,775,000 shares of common stock at an exercise price of $0.0001 (including a cashless exercise option). The Vesting Date is on the first day after the $150,000 Weiss Convertible Note (see Note 8) has been fully paid and satisfied. The Company valued the option at $354,997 based on the Black-Scholes option pricing model and will record the expense at the time any options vest. The terms of the Vesting Date were satisfied on August 21, 2023, and accordingly the options vested on that date and the Company recorded $354,997, of stock-based compensation expense, which is included related party expense for the six months ended August 31, 2023.

Healy

On March 1, 2023, the Company entered into an Executive Employment Agreement with John Healy to be the CEO of the Company and the CEO and COO of Planet Wealth Securities, Inc. The Company agreed to compensate Mr. Healy $10,000 per month and to increase the monthly compensation to $20,000 based on certain cash flow requirements. The Company also granted Mr. Healy an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $0.01 per share (including a cashless exercise option) with an expiry date of February 28, 2028. Mr. Healy resigned on May 17, 2023.

Corica

The Company entered into a Reseller Agreement with Chris Corica, a member of the Board of Directors, dated September 24, 2019. The Agreement appoints Chris as an authorized agent to market licenses for use of the LaunchPro, either directly or through sub-agents. The Company agreed to pay fifteen percent of its net income from license of the LaunchPro plus fifteen percent of any other income realized from issuers introduced by Mr. Corica. The Company will pay for health insurance for Mr. Corica during any period when he is effectively marketing the LaunchPro. The Company also granted a four-year option to purchase up to 20,000 shares of Common Stock for $5.00 per share. As of August 31, 2023, none of the options have vested.

On April 1, 2022, the Company entered into a two-year Consulting Agreement with Mr. Corica, a member of the BOD of the Company. Pursuant to the agreement, Mr. Corica is to provide consulting services related to the business development activities of the Company. Pursuant to the agreement, the Company shall pay a monthly fee of $10,000, plus commissions as defined in the agreement. Additionally, the Company issued a stock option to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $9.00 per share. The options are subject to vesting criteria related to the engagement of third-party social media influencers and increases in the number of registered members of Planet Wealth. This agreement was terminated July 11, 2022, including all the options.

F-13

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On May 24, 2023, the Company entered into a Sales Agency Agreement with Corica. The Agreement appoints Chris as an authorized agent to attract Users to the Planet Wealth website. Pursuant to the agreement, Users are defined as an individual or an entity that has registered with the Company to acquire goods and or services available for use or purchase on the Planet Wealth website. The Company agreed to pay a fee of 5% to 50% of net revenue, dependent upon the type of User.

On May 24, 2023, the Company granted an option to Mr. Corica to buy up to 1,775,000 shares of common stock at an exercise price of $0.0001 (including a cashless exercise option). The Vesting Date is on the first day after the $150,000 Weiss Convertible Note (see Note 8) has been fully paid and satisfied. The Company valued the option at $354,997 based on the Black-Scholes option pricing model and will record the expense at the time any options vest. The terms of the Vesting Date were satisfied on August 21, 2023, and accordingly the options vested on that date and the Company recorded $354,997, of stock-based compensation expense, which is included related party expense for the six months ended August 31, 2023.

Other

On April 12, 2021, the Company granted an option to purchase 5,000 shares of common stock at $5.00 per share with an expiry date of May 31, 2026, to an individual pursuant to an Advisory Agreement. The options will vest 1/12 each month beginning April 12, 2021. The Company valued the option at $49,857 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2022, 417 of the options vested and the Company recognized $4,155 of stock- based compensation expense, which is included in related party expense for the six months ended August 31, 2022.

On July 19, 2021, the Company entered into three advisory agreements. Pursuant to the agreements the Company issued in the aggregate options to purchase 30,000 shares of common stock at an exercise price of $10,00 per share and an expiration date of July 19, 2026. The Company valued the options at $299,097, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the six months ended August 31, 2022, 15,000 options vested, and the Company recorded $149,550 of stock- based compensation expense, which is included in related party expense for the six months ended August 31, 2022.

On March 22, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 21, 2027. The Company valued the option at $499,895 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 10,000 and 20,000 options vested, respectively, and the Company expensed $99,994, and $199,958 as stock compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively.

On May 23, 2022, the Company granted a shareholder an option to purchase up to 10,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of July 16, 2026 (See Note 4). The Company valued the option at $99,963 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 1,667 and 833 options vested, and the Company expensed $16,660 and $8,330 as stock compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively.

F-14

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

A summary of related party expenses for the six months ended August 31, 2023, and 2022 is as follows:

	Six months ended August 31,
	2023		2022
Compensation and payroll taxes	$	21,755	$	134,726
Stock based expense		910,262		1,063,312
Consulting expense		244,999		90,000
	$	1,177,016	$	1,288,038

See Convertible notes payable, related parties (note 8) and Notes payable, related parties (note 10) for additional related party activity.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On April 9, 2021 (the “Start Date”), the Company entered into a Business Advisory Services Agreement (the “BASA”) with Windstream Partners, LLC (“Windstream”). Pursuant to the BASA, Windstream will provide business advisory services to the Company for a two (2) year period and the Company has agreed to pay a monthly retainer of $10,000 beginning on the Start Date, increasing to $15,000 per month on the date Mr. Wier is no longer the CEO of the Company (which occurred on July 16, 2021) and increasing to $20,000 per month on the Public Date. The Public Date is defined as the first date on which either (a) the Company’s common stock is listed for trading on a national securities exchange or NASDAQ, or (b) the Company’s common stock is listed for trading on any other public platform and has achieved an average daily trading volume exceeding $20,000 for a period of 120 consecutive trading days. The Company also granted Windstream an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $5.00 per share (including a cashless exercise option) with an expiry date of April 30, 2024. The Company valued the option at $695,147, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. On the Start Date 19,800 of the options vested, and an additional 2,300 options will vest on the Start Date and every thirty (30) days thereafter. For the six months ended August 31, 2023, and 2022, 2,300 and 13,800 options have vested, respectively, and the Company recorded $21,318 and $127,907 of stock- based compensation expense, respectively, for the six months ended August 31, 2023, and 2022.

On July 16, 2021, the Company (the “Licensee”) entered into a license agreement with ATS (the “Licensor”). The agreement grants the use of mybeachhouse.com (the MBH URL”) to the Company for twenty years, provided that reasonable progress is made in developing the related business. The Licensee paid the Licensor $8,800 for expenses related to the Licensor’s costs in registering the MBH URL. The Licensee has appointed the Licensor as the Exclusive Service Provider (the “ESP”) for Horry County, South Carolina. The term of the ESP is for twenty (20) years, subject to certain conditions. The Licensor will pay no fee for the ESP. The Company has agreed to a royalty of 10% of net revenues (as defined in the agreement) to be paid by the twentieth day of the following month. As of August 31, 2023, no royalties have been earned under the license agreement.

F-15

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On March 22, 2022 (the “Effective Date”) the Company entered into an Advisory Agreement with a shareholder. The advisor will provide the Company services related to the Company’s business plan and technological vision as well as support for the Company’s marketing efforts. The agreement shall continue until it is terminated by either party, for any or no reason, giving written notice to the other party, effective on the date of receipt. Pursuant to the agreement the Company issued an option to purchase up to 50,000 shares of common stock at $9.00 per share with an expiration date of March 21, 2027, or thirty days after termination. 20,000 options vested upon the Effective Date and on each one-year anniversary thereafter an additional 10,000 options shall vest. For the six months ended August 31, 2023, and 2022, 10,000 and 20,000 options have vested, respectively, and the Company recorded $99,979 and $199,958 of stock- based compensation expense, respectively, for the six months ended August 31, 2023, and 2022.

On March 30, 2022, (the “Engagement Date”) the Company entered into an Employment Agreement with an individual (the “Employee”) to serve as the Company’s Communications Director. The effective date of the agreement will be the first day after March 1, 2022, on which the total capital contributions to the Company and net proceeds of any long-term debt equals or exceeds $6,000,000 (the “Effective Date”). The initial term of the agreement is for one year from the Effective Date and will automatically renew for up to for additional six-month periods, subject to the termination clauses in the agreement. Pursuant to the agreement the Company will pay the Employee $150,000 per annum and issued an option to purchase up to 50,000 shares of common stock at $9.00 per share with an expiration date of March 30, 2027, or thirty days after termination. 5,000 options vested upon the Engagement Date, 5,000 options will vest on the Effective Date, 10,000 options will vest on the public listing date of the Company, and 10,000 options will vest on the first, second and third anniversaries of the Effective Date. As of August 31, 2023, the Effective Date had not been met.

On May 5, 2022 (the “Engagement Date”) the Company entered into a Chief Marketing Officer Agreement with an individual (the “CMO”). The term of the agreement is from the Engagement Date to the earlier of the third anniversary of the Engagement date or the effective date of a termination pursuant to the agreement. Pursuant to the agreement the Company will pay the CMO $72,000 per annum and issued an option to purchase up to 100,000 shares of common stock at $9.00 per share with an expiration date of May 5, 2027, or thirty days after termination. 10,000 options vested upon the Engagement Date, 10,000 options will vest on the public listing date of the Company, 10,000 options will vest on the first, second and third anniversaries of the Engagement Date and 2,500 options shall vest with each increase of 50,000 in the number of registered members of the Company’s web portal, up to 1 million members. For the six months ended August 31, 2023, and 2022, 10,000 and 10,000 options have vested, respectively, and the Company recorded $99,994 and $99,994 of stock- based compensation expense, respectively, for the six months ended August 31, 2023, and 2022.

On May 23, 2022 (the “Effective Date”) the Company entered into an Advisory Agreement with a shareholder. The advisor will provide the Company services related to the Company’s business plan, optimal methods for bringing the Company’s services to market and strategic alliances. The agreement shall continue until it is terminated by either party, for any or no reason, giving written notice to the other party, effective on the date of receipt. Pursuant to the agreement the Company issued an option to purchase up to 10,000 shares of common stock at $0.90 per share with an expiration date of May 23, 2027, or thirty days after termination. The options shall vest to one-twelfth (8 and 1/3%) at the end of each period of three full calendar months, commencing with the first full month after the Effective Date, subject to the services continue to be provided. For the six months ended August 31, 2023, and 2022, 1,667 and 833 options have vested, respectively, and the Company recorded $16,660 and $8,330 of stock- based compensation expense, respectively, for the six months ended August 31, 2023, and 2022.

F-16

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

NOTE 6 - STOCKHOLDERS’ EQUITY

Common Stock

We have authorized the issuance of 100,000,000 shares of our common stock with par value of $0.0001.

During the six months ended August 31, 2023, the Company:

● Issued 17,417,313 shares of common stock in settlement of convertible notes-related parties, accrued interest, and notes payable-related parties,

● Issued 500,000 shares of common stock for 500,000 shares of common stock to be issued,

● Issued 167,369 shares of common stock in settlement of accounts payable,

● Issued 200,000 shares of common stock in settlement of accrued liabilities, related party,

During the six months ended August 31, 2022, the Company:

● sold 2,500 shares of common stock at $10.00 per share and received proceeds of $24,999,

● Issued 10,000 shares of common stock for 10,000 shares of common stock to be issued.

As of August 31, 2023, and February 28, 2023, the Company has 20,315,029 and 2,030,335, respectively, of shares of common stock issued and outstanding.

Capital Stock to be Issued

During the six months ended August 31, 2023, 20,000 shares of the shares to be issued were certificated, and the Company recorded 847,070 shares of Series Preferred Stock to be recorded in settlement of convertible notes payable, related party.

During the six months ended August 31, 2022, 10,000 shares of the shares to be issued were certificated.

As of August 31, 2023, and February 28, 2023, there were 1,712,070 and 885,000 shares of capital stock to be issued, respectively.

Preferred Stock

We have authorized the issuance of 10,100,000 shares of our preferred stock with par value of $0.0001.

F-17

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Series A Preferred Stock

On April 1, 2020, the Company filed a Certificate of Designation (the “COD”) of the Series A Preferred Stock with the Delaware Secretary of State, which designated 100,000 shares as Series A Preferred Stock. Pursuant to the COD of the Series A Preferred Stock, the holder(s) have the following rights:

● 10% of the aggregate voting power of all shareholders.

● 51% of the aggregate voting power of all shareholders with respect to any proposal to sell the Company.

● cumulative preferential cash dividends equal to 10% of the Company’s Adjusted Gross Income (i.e. revenue less direct expenses (other than research and development) attributable to revenue, including expenses for development of marketable software services, expenses attributable to customer support, and obligations to providers of services resold by the Company; such rights terminating on the third anniversary of the date Todd Wier ceases to be an officer or employee of the Company.

As of August 31, 2023, and February 28, 2023, there were -0- shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

On April 1, 2020, the Company filed a COD of the Series B Preferred Stock with the Delaware Secretary of State, which designated 500,000 shares as Series B Preferred Stock. Pursuant to the COD of the Series B Preferred Stock, each share of Series B Preferred Stock:

● is convertible at the holder’s option into five (5) shares of Common Stock.

● has voting rights equal to five shares of Common Stock.

● Shares in liquidation on an as-converted basis;

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income (i.e., 8% payable to holders of Series D Shares). The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series D Share, (b) existence of a liquid public market for the Common Stock, or (c) sale of the Company on arms-length terms.

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) Wier exchanged 103,500 shares of Series B Preferred Stock for 103,500 shares of Series E Preferred Stock, Wier also transferred 46,500 shares of Series B Preferred Stock to individuals who are not affiliates of the Company. As of August 31, 2023, and February 28, 2023, there were 197,104 shares issued and outstanding of Series B Preferred Stock, respectively.

Series C Preferred Stock

On January 14, 2021, the Company filed a COD of the Series C Preferred Stock with the Delaware Secretary of State, which designated 100,000 shares as Series C Preferred Stock. Pursuant to the COD of the Series C Preferred Stock, the holder(s) have the following rights:

● cumulative preferential cash dividends equal to 10% of the Company’s Adjusted Gross Income (i.e., revenue less direct expenses (other than research and development) attributable to revenue, including expenses for development of marketable software services, expenses attributable to customer support, and obligations to providers of services resold by the Company; such rights terminating on December 31, 2027.

F-18

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) the Company issued Wier 100,000 shares of Series C Preferred Stock in exchange for 100,000 shares of Series A Preferred Stock. As of August 31, 2023, and February 28, 2023, there were 100,000 shares of Series C Preferred Stock issued and outstanding, respectively.

Series D Preferred Stock

On January 14, 2021, the Company filed a COD of the Series D Preferred Stock with the Delaware Secretary of State, which designated 600,000 shares as Series D Preferred Stock. Pursuant to the COD of the Series D Preferred Stock, each share of Series D Preferred Stock:

● is convertible at the holder’s option into 1.5 shares of Common Stock;

● has the voting power of 1.5 shares of Common Stock;

● shares in liquidation proceeds on an as converted basis;

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income (i.e., 12% payable to holders of Series D Shares, if all are sold). The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series D Share, (b) existence of a liquid public market for the Common Stock, or (c) sale of the Company on arms-length terms.

As of August 31, 2023, and February 28, 2023, there are 520,000 shares of Series D Preferred Stock issued and outstanding, respectively.

Series E Preferred Stock

On August 16, 2021, the Company filed a COD of the Series E Preferred Stock with the Delaware Secretary of State and has designated 103,500 shares as Series E Preferred Stock. Pursuant to the COD of the Series E Preferred Stock, the holder(s) have the following rights:

● the right to convert each share of the Series E Preferred Stock into five (5) shares of Common Stock.

● Shares of Series E Preferred Stock have no voting rights.

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) the Company issued Wier 103,500 shares of Series E Preferred Stock in exchange for 103,500 shares of Series B Preferred Stock. As of August 31, 2023, and February 28, 2023, there were 103,500 shares issued and outstanding of Series E Preferred Stock, respectively. On September 22, 2023, the Company issued 103,500 shares of Series G Preferred Stock and cancelled 103,500 shares of Series E Preferred Stock.

F-19

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Series F Preferred Stock

On September 15, 2023, the Company filed with the secretary of State of Delaware the COD for Series F Preferred Stock and has designated 847,070 shares as Series F Preferred Stock. Pursuant to the COD of the Series F Preferred Stock, the holder(s) have the following rights:

● is convertible at the holder’s option into ten (10) shares of Common Stock,

● has voting rights only on any Sale Transaction (as defined in the COD) equal to ten (10) shares of Common Stock for each share of Series F Preferred Stock,

● Shares in liquidation based on one tenth of one cent before any distributions are made to any other class of stock, and on an as-converted basis for any distributions to holders of common stock.

As of August 31, 2023, there were no shares issued and outstanding of Series F Preferred Stock. On September 22, 2023, the Company issued 847,070 shares of Series F Preferred Stock as part of the Debt Settlement Agreement.

Series G Preferred Stock

On September 15, 2023, the Company filed with the secretary of State of Delaware the COD for Series G Preferred Stock and has designated 103,500 shares as Series G Preferred Stock. Pursuant to the COD of the Series G Preferred Stock, the holder(s) have the following rights:

● is convertible at the holder’s option into five (5) shares of Common Stock,

● has voting rights only on any Sale Transaction (as defined in the COD) equal to five (5) shares of Common Stock for each share of Series G Preferred Stock,

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income. The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series G Share, (b) the date in which the Corporation is party to a merger or consolidation from which it is not the surviving corporation or completes the sale of substantially of its assets, or (c) the first date of the average publicly reported trading volume for the Company’s common stock during the preceding sixty trading days exceeds 2,000 shares,

● Shares in liquidation based on one tenth of one cent before any distributions are made to any other class of stock, and on an as-converted basis for any distributions to holders of common stock.

As of August 31, 2023, there were no shares issued and outstanding of Series G Preferred Stock. On September 22, 2023, the Company issued 103,500 shares of Series G Preferred Stock and cancelled 103,500 shares of Series E Preferred Stock, as part of the Debt Settlement Agreement.

NOTE 7 – STOCK OPTIONS

On March 25, 2021, the Company granted Mr. Sossaman an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of March 25, 2026 (See Note 4). The Company valued the option at $4,482,536 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. Mr. Sossaman resigned on December 15, 2022. During the six months ended August 31, 2022, 61,980 of the options vested and the Company recognized $617,397 of stock- based compensation expense-related parties for the six months ended August 31, 2022. Pursuant to the resignation the remining unvested options of 223,437 were cancelled.

F-20

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On April 9, 2021, the Company granted Windstream an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $5.00 per share (including a cashless exercise option) with an expiry date of April 30, 2024. On the Start Date 19,800 of the options vested, and an additional 2,300 options will vest on the Start Date and every thirty (30) days thereafter (See Note 5). The Company valued the option at $695,147 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 2,300 and 13,800 of the options vested and the Company recognized $21,318 and $127,907 of stock- based compensation expense for the six months ended August 31, 2023, and 2022, respectively.

On April 12, 2021, the Company granted an option to purchase 5,000 shares of common stock at $5.00 per share with an expiry date of May 31, 2026, to an individual pursuant to an Advisory Agreement. The options will vest 1/12 each month beginning April 12, 2021. The Company valued the option at $49,857 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2022, 417 of the options vested and the Company recognized $4,155 of stock- based compensation expense for the six months ended August 31, 2022.

On July 16, 2021, the Company granted Mr. Woodson an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of May 31, 2026 (See Note 4). The Company valued the option at $499,547 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. For the six months ended August 31, 2023, and 2022, 4,200 and 8,400 options have vested, respectively, and the Company recorded $41,962 and $83,924 of stock- based compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively. On May 24, 2023, the Company entered into a new employment agreement with Mr. Woodson (see below). As of May 24, 2023, 30,800 of the 50,000 options had vested and 19,200 unvested remaining options were cancelled on that date.

On July 19, 2021, the Company granted options to purchase 10,000 shares of common stock at $5.00 per share with an expiry date of July 19, 2026, to three individuals pursuant to their Advisory Agreement. The options will vest 25% every three months beginning October 19, 2021. The Company valued the option at $299,097 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. For the six months ended August 31, 2022, 15,000 options vested, and the Company recorded $149,550 of stock- based compensation expense, which is included in related party expense for the six months ended August 31, 2022.

On November 8, 2021, the Company granted an employee an option to purchase up to 30,000 shares of the Company’s common stock at $9.00 per share. As long as the employee is still employed; on the first anniversary 10,000 options vest and every thirty (30) days thereafter an additional 833 options will vest. The options are also eligible for cashless exercises and the option expires on November 8, 2026. The Company valued the option at $300,000 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, no options have vested. The employee was terminated on December 1, 2022, and as of that date there were 10,000 options vested and the remaining 20,000 options have been cancelled as of December 1, 2022.

F-21

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On November 15, 2021, the Company granted an employee an option to purchase up to 30,000 shares of the Company’s common stock at $9.00 per share. As long as the employee is still employed; on the first anniversary 10,000 options vest and every thirty (30) days thereafter an additional 833 options will vest. The options are also eligible for cashless exercises and the option expires on November 15, 2026. The Company valued the option at $300,000 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, no options have vested. The employee was terminated on December 1, 2022, and as of that date there were 10,000 options vested and the remaining 20,000 options have been cancelled as of December 1, 2022.

On February 1, 2022, the Company granted Mr. Woodson options to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of February 1, 2024 (See Note 4). The Company valued the option at $999,784 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. As of August 31, 2023, none of the options have vested.

On March 22, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 21, 2027 (See Note 5). The Company valued the option at $499,895 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 10,000 and 20,000 options vested, respectively, and the Company expensed $99,979, and $199,958 as stock compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively.

On March 30, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 31, 2027 (See Note 5). The Company valued the option at $499,902 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2022, 5,000 options vested, and the Company expensed $49,990 as stock compensation expense, which is included in stock-based compensation expense for the six months ended August 31, 2022.

On April 1, 2022, the Company granted a director an option to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of April 1, 2027 (See Note 5). The Company valued the option at $999,848 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. As of May 31, 2023, no options vested. This agreement was terminated July 11, 2022, including all the options.

On May 5, 2022, the Company granted a consultant an option to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of May 5, 2027. The Company valued the option at $999,936 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 10,000 options vested, respectively, and the Company expensed $99,994 as stock compensation expense for the six months ended August 31, 2023, and 2022, respectively.

On May 23, 2022, the Company granted a shareholder an option to purchase up to 10,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of July 16, 2026 (See Note 4). The Company valued the option at $99,963 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the six months ended August 31, 2023, and 2022, 1,667 and 833 options vested, respectively, and the Company expensed $16,661 and $8,333 as stock compensation expense, which is included in related party expense for the six months ended August 31, 2023, and 2022, respectively.

F-22

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On May 24, 2023, the Company issued an option for Mr. Woodson to purchase up to 2,500,000 shares of common stock at an exercise price of $0.16 per share (including a cashless exercise option) and an expiration date of April 30, 2028. The Company valued the option at $499,994, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. As of August 31, 2023, 208,332 options vested and the Company expensed $41,666 as stock compensation expense, which is included in related party expense for the six months ended August 31, 2023.

On May 24, 2023, the Company granted an option to Mr. Woodson to buy up to 1,775,000 shares of common stock at an exercise price of $0.0001 (including a cashless exercise option). The Vesting Date is on the first day after the $150,000 Weiss Convertible Note (see Note 8) has been fully paid and satisfied. The expiration date will be October 3, 2023, unless the Vesting Date occurs on or before October 3, 2023, then the expiration date will be February 25, 2025. The Company valued the option at $354,997, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. The terms of the Vesting Date were satisfied on August 21, 2023, and accordingly the options vested on that date and the Company recorded $354,997, of stock-based compensation expense, which is included related party expense for the six months ended August 31, 2023.

On May 24, 2023, the Company granted an option to Mr. Corica to buy up to 1,775,000 shares of common stock at an exercise price of $0.0001 (including a cashless exercise option). The Vesting Date is on the first day after the $150,000 Weiss Convertible Note (see Note 8) has been fully paid and satisfied. The expiration date will be October 3, 2023, unless the Vesting Date occurs on or before October 3, 2023, then the expiration date will be February 25, 2025. The Company valued the option at $354,997, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. As of May 31, 2023, no options have vested. The terms of the Vesting Date were satisfied on August 21, 2023, and accordingly the options vested on that date and the Company recorded $354,997, of stock-based compensation expense, which is included related party expense for the six months ended August 31, 2023.

The above values for options granted during the six months ended August 31, 2023, were based on the Black-Scholes option pricing model, using the following assumptions: risk-free interest rate range of 3.75% to 4.31% and volatility range of 155% to 206%.

The following table summarizes activities related to stock options of the Company for the six months ended August 31, 2023:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)
Outstanding at February 28, 2023		983,563		$	6.75	3.09
Issued		6,050,000		$	0.07	3.12
Cancelled		(119,200	)
Outstanding at August 31, 2023		6,914,363		$	0.89	2.80
Exercisable at August 31, 2023		4,371,862		$	0.81	1.79

F-23

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

NOTE 8 – CONVERTIBLE NOTES PAYABLE, RELATED PARTIES

Weiss

On June 14, 2021, the Company entered into a Loan Agreement with a board of director member and shareholder (the “Weiss Note”) of the Company. In exchange for $800,000 the Company agreed to repay the lender $840,000 on January 3, 2022 (the “Maturity Date”).

On March 23, 2023, the Company and Weiss agreed to cancel the Weiss Note of $840,000 and $96,986 of accrued and unpaid interest in exchange for 4,684,930 shares of common stock.

On May 24, 2023, the Company issued a 10%, $150,000 Convertible Note to Weiss (the “$150,000 Weiss Convertible Note”). The Weiss $150,000 Convertible Note is to be funded by Weiss in $50,000 increments on June 1, 2023, July 1, 2023, and August 1, 2023. The Company agreed to pay Weiss the lesser of $150,000 or the aggregate fundings received by the Company, together with interest, the earlier of October 3, 2023, or the date in which the Company has raised more than $800,000 from the sale of securities excluding any purchases by officers or directors of the Company. The Company received $50,000 on each of the following dates: Jume 1, 2023, June 30, 2023, and August 1, 2023. On August 3, 2023, the company repaid $50,000 of the $150,000 Weiss convertible note. On August 21, 2023, the Company repaid $100,000 of the $150,000 Weiss convertible note. The $150,000 Weiss Convertible note is paid in full.

Wier/148 Ventures

On October 29, 2021, the Company and Wier entered into an Agreement in Satisfaction (the “AIS”). Pursuant to the AIS, and in settlement of the remaining amount of $4,369,400 due under the SPA, the Company purchased 15,000 shares of Series B Preferred Stock from Wier for $750,000 and issued a 5% Convertible Debenture to 148 Ventures LLC. for $3,619,400.

On February 1, 2022, pursuant to the Consolidation Agreement (see Note 4) 148 Ventures surrendered the Initial Convertible Debenture and the Company issued the February 2022 Convertible Debenture (see Note 4) in the principal amount of $3,553,105. The February 2022 Convertible Debenture includes $200,000 of the unpaid consulting fee remaining from the July 16, 2021, Separation Agreement.

During the year ended February 28, 2023, the Company made principal payments of $155,339. On September 1, 2022, the February 2022 Convertible Debenture was cancelled in exchange for the September 2022 Convertible Debenture (the “September 2022 Convertible Debenture”). The September 2022 Debenture was issued in the amount of $3,455,107 and included $57,340 of accrued and unpaid interest pursuant to the February 2022 Convertible Debenture. The September 2022 Convertible Debenture matures September 1, 2023, and carries a stated 10% per annum interest rate.

F-24

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On May 24, 2023, the Company issued a 10%, $150,000 Convertible Note to 148 Ventures (the “$150,000 148 Ventures Convertible Note”). The maturity date of the $150,000 148 Ventures Convertible Note together with interest, is the earlier of October 3, 2023, or the date in which the Company has raised more than $800,000 from the sale of securities excluding any purchases by officers or directors of the Company. The Company raised more than $800,000 pursuant to the issuance of convertible notes as of August 21, 2023. The Company recorded the debt obligation on the Effective Date of the Debt Satisfaction Agreement. The Company satisfied the obligation and paid $150,000 to 148 Ventures on August 21, 2023. The Company included the $150,000 in General and Administrative expenses.

On June 2, 2023, the Company entered into a Debt Satisfaction Agreement with 148 Ventures. The Debt Satisfaction Agreement became effective on August 21, 2023, upon the Company satisfying its’ obligation of the $150,000 148 Ventures Convertible Note (the “Effective Date”). The Company on September 15, 2023, filed with the Delaware Secretary of State a Certificate of Designation for Series F Preferred Stock and Series G Preferred Stock. On the Effective Date all the Company’s obligations under the September 2022 Convertible Debenture were fully discharged in consideration of the Company issuing; upon the filing of the Certificate of Designation (the “COD”), the Company shall issue to 148 Ventures or their designees Eight Hundred Forty-Seven Thousand, Seventy (847,070) shares of Series F Preferred Stock and Ten Million Five Hundred Thirty-Two Thousand Three Hundred Eighty-Three (10,532,383) shares of Common Stock. On the Effective Date the Company recorded 847,070 shares of Series F Preferred Stock to be issued. The COD was filed on September 15, 2023, and the shares were issued on September 22, 2023. On the Effective Date the Company recorded the issuance of 10,532,383 shares of Common Stock. The shares were certificated on September 22, 2023.

A summary of the activity of the Convertible Notes, related parties, and balances as of August 31, 2023, and February 28, 2023, is as follows:

	Six months ended August 31, 2023			Year ended February 28, 2023
Beginning balance	$	4,295,107		$	4,393,106
Convertible notes issued		150,000			-
Payments		(150,000	)		(155,339	)
Converted		(4,295,107	)		(3,397,767	)
Note issued		-			3,455,107
Ending balance	$	-0-		$	4,295,107

NOTE 9– CONVERTIBLE NOTES PAYABLE

On April 22, 2022, the Company (directly by management of the Company) began to offer a Private Offering of Convertible Bridge Notes (the “2022 PPM”) of up to $3,000,000. Pursuant to the 2022 PPM, the notes will carry a 10% dividend with a maturity date of May 31, 2023, and the principal of each note with any accrued and unpaid interest will automatically convert into Units of securities to be issued by the Company on the offering date of the Company’s IPO. The conversion rate will equal 75% of the offering price recited in the offering statement or registration statement. Each Unit will consist of one share of common stock, one Redeemable Class A Common Stock Purchase Warrant (the “Class A Warrant”) and one Redeemable Class B Common Stock Purchase Warrant (the “Class B Warrant”). The Class A Warrant has a one- year term from its’ issuance date and an exercise price equal to the offering price, and the Class B Warrant has a two- year term from its issuance date and an exercise price of 133 1/3% of the offering price.

F-25

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

Pursuant to the 2022 PPM, during the year ended February 28, 2023, the Company issued 8 convertible bridge notes in the aggregate amount of $350,000. On May 31, 2023, each of the noteholders entered an Amendment to their note, extending the respective due dates to February 29, 2024, and increasing the interest rate to 14% per annum. As of August 31, 2023, and February 28, 2023, the 2022 PPM convertible bridge note balance is $350,000, respectively.

On August 7, 2023, the Company (directly by management of the Company) began to offer a Private Offering of Convertible Notes (the “Convertible Notes”) of up to $1,000,000. The Convertible Notes carry a 10% dividend with a maturity date of September 30, 2024, and the principal of each note with any accrued and unpaid interest will automatically convert into shares of common stock on the qualification date of a Reg A Offering by the Company. The conversion rate will equal 20% of the Reg A Offering Price.

For the six months ended August 31, 2023, the Company, in exchange for $315,000, issued 6 Convertible Promissory Notes of $315,000 in the aggregate. The notes are convertible into the number of shares equal to the sum of $815,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

A summary of the activity of the Convertible Notes and balances as of August 31, 2023, and February 28, 2023, is as follows:

	Six months ended August 31, 2023		Year ended February 28, 2023
Beginning balance	$	350,000	$	-0-
Convertible notes issued		315,000		350,000
Payments		-		-
Sub-total of convertible notes payable		665,000		350,000
Less long-term portion		315,000		-
Current portion of convertible notes payable	$	350,000	$	350,000

NOTE 10 – NOTE PAYABLE

On August 2, 2023, in exchange for $500,000, the Company issued a $500,000 10% debenture with a maturity date of August 2, 2024. The Company also agreed to issue shares of common stock. The number of shares shall equal the greater of 2,500,000 or the product of $500,000 divided by one-fifth of the Reg A Price. The shares ae to be issued earlier of i) the date the SEC declares the Reg A filing qualified, or, ii) October 2, 2024. The Company allocated the proceeds to the debt of $250,000 and to the shares $250,000 based on the relative fair value. This resulted in a debt discount of $250,000 being applied to the note with the offset to common stock to be issued, which is included in the liabilities on the balance sheet presented herein. The Company will amortize the note discount over the term of the loan. For the six months ended August 31, 2023, the Company recorded amortization of $20,833, The principal balance as of August 31, 2023, is $500,000 and the net book value of the note as of August 31, 2023, is $270,833.

F-26

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

NOTE 11 – NOTE PAYABLE, RELATED PARTY

During the year ended February 28, 2023, Craig Weiss, the Company’s Chairman provided advances to the Company in the aggregate amount of $300,000. On March 23, 2023, the Company and Weiss agreed to cancel $200,000 of the related party loans in exchange for 1,000,000 shares of common stock.

On March 31, 2023, Weiss provided an advance of $70,000. On May 1, 2023, Weiss provided an advance of $70,000. These advances did not have a stated interest rate or a maturity date.

On May 24, 2023, the Company and Weiss agreed to cancel $240,000 of related party loans in exchange for 1,200,000 shares of common stock.

As of August 31, 2023, and February 28, 2023, the amounts due Mr. Weiss for advances was $-0- and $300,000, respectively, and is reported on the balance sheet as Notes Payable, related party.

NOTE 12 – SUBSEQUENT EVENTS

On September 15, 2023, the Company, in exchange for $15,000, issued a 10%, $15,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $15,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On September 15, 2023, the Company filed with the secretary of State of Delaware the COD for Series F Preferred Stock and has designated 847,070 shares as Series F Preferred Stock. Pursuant to the COD of the Series F Preferred Stock, the holder(s) have the following rights:

● is convertible at the holder’s option into ten (10) shares of Common Stock,

● has voting rights only on any Sale Transaction (as defined in the COD) equal to ten (10) shares of Common Stock for each share of Series F Preferred Stock,

● Shares in liquidation based on one tenth of one cent before any distributions are made to any other class of stock, and on an as-converted basis for any distributions to holders of common stock.

On September 15, 2023, the Company filed with the secretary of State of Delaware the COD for Series G Preferred Stock and has designated 103,500 shares as Series G Preferred Stock. Pursuant to the COD of the Series G Preferred Stock, the holder(s) have the following rights:

● is convertible at the holder’s option into five (5) shares of Common Stock,

● has voting rights only on any Sale Transaction (as defined in the COD) equal to five (5) shares of Common Stock for each share of Series G Preferred Stock,

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income. The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series G Share, (b) the date in which the Corporation is party to a merger or consolidation from which it is not the surviving corporation or completes the sale of substantially of its assets, or (c) the first date of the average publicly reported trading volume for the Company’s common stock during the preceding sixty trading days exceeds 2,000 shares,

● Shares in liquidation based on one tenth of one cent before any distributions are made to any other class of stock, and on an as-converted basis for any distributions to holders of common stock.

F-27

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2023

(unaudited)

On September 21, 2023, the Company, in exchange for $100,000, issued a 10%, $100,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $100,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On September 22, 2023, pursuant to the Debt Satisfaction Agreement, the Company cancelled the 103,500 shares of Series E Preferred Stock which were surrendered by Todd Wier, in exchange for the issuance of 103,500 shares of Series G Preferred Stock to 148 Ventures.

On September 22, 2023, the Company issued 847,070 shares of Series F Preferred Stock as part of the Debt Settlement Agreement.

On September 25, 2023, the Company, in exchange for $100,000, issued a 10%, $100,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $100,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On September 26, 2023, the Company issued 800,000 shares of common stock pursuant to stock subscription agreements in exchange for $400.

On September 29, 2023, the Company issued 1,775,000 shares of common stock pursuant to an option exercise.

On October 3, 2023, the Company, in exchange for $50,000, issued a 10%, $50,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $50,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On October 10, 2023, the Company, in exchange for $10,000, issued a 10%, $10,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $10,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On October 10, 2023, the Company, in exchange for $50,000, issued a 10%, $50,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $50,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On October 11, 2023, the Company, in exchange for $100,000, issued a 10%, $100,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $100,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On October 23, 2023, the Company, in exchange for $10,000, issued a 10%, $10,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $10,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

On October 27, 2023, the Company, in exchange for $100,000, issued a 10%, $100,000 Convertible Promissory Note. The note and accrued interest are convertible into the number of shares equal to $100,000 plus accrued and unpaid interest divided by one-fifth of the Reg A Price.

The Company has evaluated subsequent events through November 22, 2023, the date the financial statements were available to be issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

* * * * *

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Planet Wealth, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Planet Wealth, Inc. (the Company) as of February 28, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended February 28, 2023 and 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2023 and 2022, and the results of its operations and its cash flows for the years ended February 28, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. As of February 28, 2023, the Company has not generated any revenue since inception, had an accumulated deficit of $40,356,987 and has also generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Prager Metis CPA’s LLC

We have served as the Company’s auditor since 2022

Hackensack, New Jersey

August 17, 2023

F-29

Planet Wealth, Inc.

Balance Sheet

	February 28,			February 28,
	2023			2022
ASSETS
Current assets
Cash	$	104,998		$	774,723
Prepaid expenses and other assets		700			84,925
Total Current Assets		105,698			859,648
Fixed assets, net		31,382			37,686
Indefinite-life intangible assets		87,547			-
TOTAL ASSETS	$	224,627		$	897,334
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accounts payable and accrued expenses	$	480,456		$	98,416
Accounts payable and accrued expenses, related parties		45,341			68,033
Convertible notes payable, related parties		4,295,106			4,393,105
Convertible notes payable, other		350,000			-
Notes payable, related party		300,000			-
Total current liabilities		5,470,903			4,559,554
STOCKHOLDERS’ DEFICIT
Preferred stock:
Series A Preferred Stock (100,000 authorized, par value $0.0001, and -0- issued and outstanding as of February 28, 2023, and 2022)		-			-
Series B Preferred Stock (500,000 shares authorized, par value $0.0001 and 197,104 issued and outstanding as of February 28, 2023, and 2022)		20			20
Series C Preferred Stock (100,000 authorized, par value $0.0001, and 100,000 issued and outstanding as of February 28, 2023, and 2022)		10			10
Series D Preferred Stock (600,000 shares authorized, par value $0.0001, and 520,000 issued and outstanding as of February 28, 2023, and 2022)		52			52
Series E Preferred Stock (600,000 shares authorized, par value $0.0001, 103,500 issued and outstanding as of February 28, 2023, and 2022)		10			10
Common stock:
(100,000,000 shares authorized, par value $0.0001; and 2,030,335 and 2,017,835 shares issued and outstanding as of February 28, 2023, and 2022)		203			202
Common Stock to be issued		89			85
Additional paid-in capital		42,360,182			40,022,649
Treasury stock		(7,249,855	)		(7,249,855	)
Accumulated Deficit		(40,356,987	)		(36,435,394	)
Total Stockholders’ Deficit		(5,246,276	)		(3,662,221	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	224,627		$	897,334

The accompanying notes are an integral part of these statements

F-30

Planet Wealth, Inc.

Statement of Operations

	Year Ended February 28,
	2023			2022
Revenues	$	-		$	-
Operating expenses:
General and administrative, related party		1,842,141			5,105,019
Research and development		40,367			299,151
General and administrative, other		1,671,597			3,324,679
Total Operating Expenses		3,554,104			8,728,849
Loss from Operations		(3,554,104	)		(8,728,849	)
Other expenses
Interest expense		89,777			116,156
Interest expense, related		277,712			-
Total Other Expenses		367,489			116,156
Loss before provision for income taxes		(3,921,593	)		(8,845,005	)
Provision for income taxes		-			-
Net Loss		(3,921,593	)		(8,845,005	)
Deemed Dividend Series D Convertible Preferred Stock		-			(1,526,250	)
Net loss attributable to common stockholders	$	(3,921,593	)	$	(10,371,255	)
Loss per share, basic and fully diluted	$	(1.93	)	$	(5.00	)
Loss attributable to common stockholders per share, basic and diluted	$	(1.93	)	$	(5.86	)
Weighted average shares outstanding
Basic and diluted		2,029,581			1,768,866

The accompanying notes are an integral part of these statements

F-31

PLANET WEALTH, INC.

Statement of Changes in Stockholders’ Equity (Deficit)

Year Ended February 28, 2023 and 2022

	Common Stock						Series A Preferred Stock						Series B Preferred Stock						Series C Preferred Stock				Series D Preferred Stock				Series E Preferred Stock				Stock Subscription			Capital stock to be			Additional Paid-in		Treasury			Retained			Total Stockholders’ Equity
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Receivable			issued			Capital		Stock			Earnings			(Deficit)
Balance at March 1, 2021		1,741,428			174			100,000			10			400,604			40			-		-		214,750		21		-		-		(25,000	)		80			27,396,182		(878,183	)		(26,064,139	)		429,186
Series A Preferred Stock Exchanged for Series C Preferred Stock		-			-			(100,000	)		(10	)		-			-			100,000		10		-		-		-		-		-			-			-		-			-			-
Shares of common stock sold for cash		279,300			28			-			-			-			-			-		-		-		-		-		-		-			-			2,792,972		-			-			2,793,000
Series D Preferred Stock issued for cash		-			-			-			-			-			-			-		-		305,250		31		-		-		-			-			3,052,469		-			-			3,052,500
Series D Preferred Stock deemed dividend		-			-			-			-			-			-			-		-		-		-		-		-		-			-			1,526,250		-			(1,526,250	)		-
Stock subscription receivable received		-			-			-			-			-			-			-		-		-		-		-		-		25,000			-			-		-			-			25,000
Series B Preferred stock shares purchased from related party		-			-			-			-			(27,612	)		(3	)		-		-		-		-		-		-		-			-			-		(1,380,597	)		-			(1,380,600	)
Series B Preferred stock shares purchased with issuance of a convertible note		-			-			-			-			(72,388	)		(7	)		-		-		-		-		-		-		-			-			-		(3,619,393	)		-			(3,619,400	)
Series B Preferred Stock Exchanged for Series E Preferred Stock		-			-			-			-			(103,500	)		(10	)		-		-		-		-		103,500		10		-			-			-		-			-			-
Common stock shares purchased from related party		(182,893	)		(18	)		-			-			-			-			-		-		-		-		-		-		-			-			-		(1,371,682	)		-			(1,371,700	)
Common stock issued and to be issued for services		180,000			18			-			-			-			-			-		-		-		-		-		-		-			5			2,299,977		-			-			2,300,000
Stock options vested		-			-			-			-			-			-			-		-		-		-		-		-		-			-			2,954,799		-			-			2,954,799
Net loss		-			-			-			-			-			-			-		-		-		-		-		-		-			-			-		-			(8,845,005	)		(8,845,005	)
Balance at February 28, 2022		2,017,835		$	202			-		$	-			197,104		$	20			100,000	$	10		520,000	$	52		103,500	$	10	$	-		$	85		$	40,022,649	$	(7,249,855	)	$	(36,435,395	)	$	(3,662,222	)
Shares of common stock sold for cash		2,500			0			-			-			-			-			-		-		-		-		-		-		-			-			24,999		-			-			24,999
Shares of common stock issued for common stock to be issued		10,000			1			-			-			-			-			-		-		-		-		-		-		-			(1	)		-		-			-			-
Stock options vested		-			-			-			-			-			-			-		-		-		-		-		-		-			-			2,064,379		-			-			2,064,379
Acquisition of SFG Securities, Inc		-			-			-			-			-			-			-		-		-		-		-		-		-			-			23,160		-			-			23,160
Common stock issued to be issued for cash		-			-			-			-			-			-			-		-		-		-		-		-		-			5			224,995		-			-			225,000
Net loss		-			-			-			-			-			-			-		-		-		-		-		-		-			-			-		-			(3,921,593	)		(3,921,593	)
Balance at February 28, 2023		2,030,335		$	203			0		$	0			197,104		$	20			100,000	$	10		520,000	$	52		103,500	$	10	$	0		$	89		$	42,360,182	$	(7,249,855	)	$	(40,356,987	)	$	(5,246,277	)

The accompanying notes are an integral part of these statements

F-32

Planet Wealth, Inc.

Statement of Cash Flows

	For the Year Ended February 28,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,921,593	)	$	(8,845,005	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation expense		-			2,300,000
Common stock options vested		2,064,379			2,954,799
Amortization of note discount		23,158			-
Depreciation expense		8,461			3,223
Non- cash consulting expenses, related party		-			200,000
Non- cash interest expense		-			40,000
Changes in Operating Assets and Liabilities:
Prepaid expenses		84,225			(69,403	)
Accounts payable and accrued expenses		439,382			79,491
Accounts payable and accrued expenses, related parties		(22,692	)		50,096
Net cash used in operating activities		(1,324,680	)		(3,286,799	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangible-lived intangible assets		(87,547	)		-
Purchase of property and equipment		(2,158	)		(37,126	)
Net cash used in investing activities		(89,705	)		(37,126	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of note payable		350,000			800,000
Proceeds from issuance of note payable, related party		300,000			-
Proceeds from sale of common stock		249,999			2,793,000
Proceeds from sale of Series D Preferred stock		-			3,052,500
Proceeds received from stock subscription receivable		-			25,000
Payments on convertible debt		(155,339	)		(266,295	)
Repurchase of common stock, related party		-			(1,371,700	)
Repurchase of Series B preferred stock, related party		-			(1,380,600	)
Net cash provided by financing activities		744,660			3,651,906
NET CHANGE IN CASH		(669,725	)		327,980
CASH AT BEGINNING OF YEAR		774,723			446,743
CASH AT END OF YEAR	$	104,998		$	774,723
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	54,662		$	21,503
Cash paid for income taxes	$	-		$	-
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Convertible note issued for purchase of Series B Preferred Stock	$	-		$	3,619,400

The accompanying notes are an integral part of these statements

F-33

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

NOTE 1- ORGANIZATION

Planet Wealth, Inc. (the” Company”) was originally incorporated as PrefLogic, Inc. on April 30, 2018, in the State of Delaware. On May 6, 2021, the Company filed an Amendment to its Articles of Incorporation changing the name of the company to Planet Wealth, Inc.  The Company has created technology and software that simplifies the capital formation process, allowing businesses and individuals to access capital at low cost. On the Planet Wealth platform issuers will be able to raise capital, representing their securities in digital or certificated form. The platform will provide such tools and services at no cost, giving entrepreneurs the opportunity to leverage their social capital to raise financial capital. When the Company’s Planet Wealth Global Partners, Inc, subsidiary receives the necessary regulatory approval, qualified securities issued on the Planet Wealth platform will be listed for issuance and trading on Planet Wealth exchanges, and the Company will charge a commission fee on such transactions.

The Company’s mission is to bring Wall Street to Main Street. The Company has developed proprietary technology in creating an ecosystem that provides businesses and individuals with the ability to earn, raise capital and grow wealth without the historical cost and complexity that currently exists. The Company’s LaunchPro software is a turnkey solution that eliminates expensive preparation and placement costs. LaunchPro is a free and easy-to-use, money-raising suite of tools that empower anyone to access capital they need to be an entrepreneur without needing expertise or business acumen.

On May 20, 2021, the Company filed Articles of Incorporation for the following entities; Planet Wealth Crypto, Inc. (“PWC”), Planet Wealth Global Partners, Inc. (“PWGP”) and Planet Wealth Securities Exchange, Inc. (“PWSE”) Each of the entities are wholly owned subsidiaries of the Company. As of February 28, 2023, there has been no activity in PWC and PWSE.

On February 7, 2022, PWGP entered into a Share Purchase Agreement, with Setrakian Financial Group, LLC (the “Seller”). The Seller is the sole owner of SFG Securities, Inc. (“SFG”). SFG is a U.S. Securities and Exchange Commission (“SEC”) registered broker-dealer and Financial Industry Regulatory Authority Inc. (“FINRA”) member firm in good standing. The agreement closed on July 15, 2022, when PWGP delivered to the Seller $87,547 (including $7,547 of the Net Capital Amount pursuant to the agreement), in exchange for 100% of the shares of SFG.

On May 4, 2023, the Company filed an Amendment to its Articles of Incorporation to effectuate a reverse stock split whereby every 10 shares of common stock will be converted to 1 share of common stock (the “Reverse Stock Split”). No fractional shares will be issued, and all shares will be rounded up if the result of the Reverse Stock Split owned by any shareholder would not be a whole number. All share amounts reported in this document reflect the Reverse Stock Split.

NOTE 2- GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of February 28, 2023, the Company has not generated any revenue since inception, had an accumulated deficit of $40,356,987 and has also generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

The Company intends to fund operations through equity or debt financing arrangements, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements. During the year ended February 28, 2023, the Company received $249,999 from the sale of common stock, received $350,000 in exchange for the issuance of convertible promissory notes of $350,000, and received $300,000 in advances from a director and shareholder.

F-34

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”). The consolidated financial statements include the accounts of Tokenholders, LLC., the Company’s wholly owned single member limited liability company and Planet Wealth Crypto, Inc., Planet Wealth Global Partners, Inc. and Planet Wealth Securities Exchange, Inc. All significant intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at February 28, 2023, and 2022.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free- standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

F-35

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

Convertible notes payable, for which the embedded conversion feature does not qualify for derivative treatment, are evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature (BCF) as a debt discount, which is then accreted to interest expense over the life of the related debt using the straight-line method which approximates the effective interest method.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Fixed assets

Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets.

The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows:

Office furniture and equipment 5 years

F-36

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

Indefinite-lived intangible assets

We evaluate our indefinite-lived intangible asset for impairment annually or more frequently when an event occurs, or circumstances change that indicates the carrying value may not be recoverable. If it is determined that the indefinite lived intangible asset’s fair value is less than the carrying value, we recognize an impairment equal to the difference between the carrying value and its fair value.

Revenue Recognition

The Company will recognize revenue in accordance with ASC 606 by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocation of the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of the fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

Research and Development

Research and development costs are charged to expense as incurred. Research and development costs incurred for the fiscal years ended February 28, 2023, and 2022, was $40,367 and 299,151, respectively.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

F-37

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

Stock-based compensation

The Company accounts for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS No. 123R”)(ASC 718) using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions and the Financial Accounting Standards Board Emerging Issues Task Force Issue No. 96-18 “Accounting For Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With Selling Goods Or Services” (“EITF No. 96-18”) for share-based payment transactions with parties other than employees provided in SFAS No. 123(R) (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.

Recent accounting pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company does not believe the adoption of the ASU will have a material impact on the Company’s financial position, results of operations or cash flows.

Other than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended February 28, 2023, that are of significance or potential significance to the Company.

NOTE 4 – RELATED PARTY TRANSACTIONS

Employment and Related Party Agreements

On November 10, 2020, the Company, Mr. Wier and ATS Product and Platform Development, LLC (“ATS”, formerly known as BOS) entered into a 2nd MRA. In the 2nd MRA, the Company transferred its interest in ATS to Mr. Wier. Then, pursuant to the 2nd MRA, Mr. Wier transferred 3,000,000 shares of common stock and 100,000 shares of Series B Preferred Stock to ATS (collectively the “Contributed Shares”). ATS also entered into a Voting Trust Agreement with Mr. Robert Jeffrey Cole, whereby Mr. Cole served as voting trustee for the Contributed Shares.

The 2nd MRA provides for a complete termination of Mr. Wier’s control over the Company, to occur on the first date after $6 million is raised by the Company from securities offerings and a new CEO has been appointed by the Company’s Board of Directors (the “Separation Date”). In anticipation of the separation, ATS and the Company entered into a Share Purchase Agreement (the “SPA”), whereby ATS agreed to sell to the Company and the Company agreed to buy from ATS 3,000,000 shares of common stock at $0.75 per share and 100,000 shares of Series B Preferred Stock at $50 per share. Full payment was to be due on November 2, 2021. During the year ended February 28, 2021, the Company purchased 1,171,067 shares of common stock from ATS. During the year ended February 28, 2022, the Company purchased 1,828,933 shares of common stock for $1,371,700 and 27,612 of Series B Preferred Stock for $1,380,600 from ATS.

F-38

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On October 29, 2021, the Company and Wier entered into an Agreement in Satisfaction (the “AIS”). Pursuant to the AIS, and in settlement of the remaining amount of $3,619,400 due under the SPA, the Company issued a 5% Convertible Debenture to 148 Ventures LLC. for $3,619,400. The Convertible Debenture requires payments as follows:

● On December 1, 2021, and for the three succeeding months, the greater of the Investment Share (defined below) or $100,000;

● On April 1, 2022, the greater of the Investment Share or $750,000;

● On May 1, 2022, and for the succeeding four months, the greater of the Investment Share or $100,000 on May 1, 2022 and

● On October 1, 2022, the remaining balance.

The Investment Share equals a percentage of any sale by Planet Wealth of debt or equity securities, the proceeds of any loan proceeds and any borrowings available under any Planet Wealth credit facilities. The percentage shall equal 30% during any month the Weiss Note (see below) is outstanding and 50% in the first month after the month in which the Weiss note is paid in full. During the year ended February 28, 2022, the Company paid $266,295 of principal of the Convertible Debenture (the “Initial Convertible Debenture”), resulting in a balance of $3,353.105. On February 1, 2022, pursuant to the Consolidation Agreement (see below) 148 Ventures surrendered the Initial Convertible Debenture and the Company issued a new Convertible Debenture (the “New Convertible Debenture”) in the principal amount of $3,553,105. The New Convertible Debenture includes $200,000 of the unpaid consulting fee remaining from the July 16, 2021, Separation Agreement (see below). As of February 28, 2022, the principal balance of the New Convertible Debenture is $3,553,105.

In addition, the 2^nd MRA provided that, on the Separation Date, the following would occur:

● Wier would exchange the Series A Preferred Stock that he owns for Series C Preferred Stock. The Series C Preferred Stock retains the dividends rights of the Series A Preferred Stock, but has no voting rights. Wier agreed to transfer the Series C Preferred Stock, as well as 100,000 shares of Series B Preferred Stock, to individuals who will not be otherwise affiliated with the Company.

● Wier would resign from his position on the Company’s Board of Directors, as well as all offices he holds in the Company and its subsidiaries.

● The Company would enter into a Consulting Agreement with ATS, which would provide Wier’s services to the Company for a term of three years, for which the Company would pay ATS a fee of up to $810,000. The Consulting Agreement also provides that ATS would develop training programs and products, which will be offered to members on the Company’s website.

● The Company and ATS would enter into a Marketing Agreement. The Marketing Agreement defines their relationship with respect to marketing of shares in ventures introduced to the Company by ATS, and development and ownership of a database of information about potential investors.

F-39

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On April 30, 2021, the Company and Wier entered into Amendment No. 2 to the 2^nd MRA. Pursuant to the Amendment, the Company and Wier agreed to exchange 100,000 shares of Series A Preferred Stock for 100,000 shares of Series C Preferred Stock (the “Series A Exchange”), and 103,500 shares of Series B Preferred Stock owned by Wier were exchanged for 103,500 shares of Series E Preferred Stock (the “Series B Exchange”), Wier also agreed to transfer 46,500 shares of Series B Preferred Stock to individuals who are not affiliates of the Company. The termination date of the 2^nd MRA was amended to August 2, 2021.

The Consulting Agreement was revised whereby the Company agreed to pay $20,000 per month, beginning on the first day of the month following the Separation Date and continue for an additional thirty-five (35) succeeding months. The Marketing Agreement was revised whereas the Parties will cooperate in the development of a resale market of securitized ownership interests in, and/or breeding rights to, thoroughbred and standardbred racehorses and/or entities that own such interests.

On July 16, 2021, the Company, Wier and ATS entered into a Separation Agreement. The Separation Agreement established the Separation Date as July 16, 2021 and terminated the 2^nd MRA and any amendments thereto. Notwithstanding the termination, the Voting Trust Agreement and the SPA (See Above) pursuant to the 2^nd MRA, as amended, remain in full force and effect. On July 16, 2021, Mr. Wier resigned from all positions with the Company and his Employment Agreement was terminated and Wier resigned from his position on the Company’s Board of Directors, as well as all offices he held in the Company and its subsidiaries.

The Company entered into a Consulting Agreement with ATS, which will provide Wier’s services to the Company. ATS P&P will commit to provide Wier’s consulting services for a term of three years, the Company will pay ATS a fee of up to $600,000. The Consulting Agreement also provides that ATS will develop training programs and products, which will be offered to members on the Company’s website.

On February 1, 2022, the Company, 148 Ventures and Mr. Wier entered into a Consolidation Agreement (the “Consolidation Agreement”). Pursuant to the Consolidation Agreement the Company paid 148 Ventures $400,000 of the Separation Agreement fee. The Company and ATS entered into a Marketing Agreement. The Marketing Agreement defines their relationship with respect to resale of shares in other ventures introduced to the Company by ATS, and development and ownership of a database of information about potential investors.

On Mach 25, 2021 (the Hire Date”), the Company entered into a four (4) year Employment Agreement with Gregory Sossaman. On the Effective Date (as defined below), Mr. Sossaman will be the Chief Executive Officer (“CEO”) of the Company. Prior to the Effective Date, Mr. Sossaman will have the role of Administrative Assistant to the CEO. The Effective Date is the date that Mr. Wier resigns as the CEO of the Company pursuant to the 2^nd MRA between the Company and Mr. Wier. Pursuant to the Separation Agreement (see below), Mr. Wier resigned as CEO of the Company on July 16, 2021, and Mr. Sossaman assumed the role of CEO on said date. The Company agreed to compensate Mr. Sossaman $180,000 annually on the Hire Date and increase it to $240,000 annually on the Effective Date and to $300,000 on the date the Company becomes publicly listed. Mr. Sossaman is also entitled to receive at the discretion of the Board up to 50% annual bonus. The Company also granted Mr. Sossaman an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of March 25, 2026 (See Note 7). The Company valued the option at $4,482,536, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the years ended February 28, 2023, and 2022, 91,563 and 135,000 options have vested, respectively, and the Company recorded $912,080 and $1,344,761 of stock- based compensation expense, respectively, which is included in related party expense for the years ended February 28, 2023, and 2022. Mr. Sossaman resigned on December 15, 2022. Pursuant to the resignation the remining unvested options of 223,437 were cancelled.

F-40

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

The Company entered into an Employment Agreement with Lance Woodson dated September 24, 2019. The Agreement has a two-year term as Chief Information Officer, Secretary and a member of the Board. The Company agreed to compensate Mr. Woodson $15,000 per month. The Company also issued a Stock Option to purchase 57,000 shares of common stock at $5.00 per share. For the years ended February 28, 2023, and 2022, none of the options have been vested.

On April 12, 2021, the Company granted an option to purchase 5,000 shares of common stock at $5.00 per share with an expiry date of May 31, 2026, to an individual pursuant to an Advisory Agreement. The options will vest 1/12 each month beginning April 12, 2021. The Company valued the option at $49,857 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 417 and 4,583 of the options vested and the Company recognized $4,155 and $45,702 of stock- based compensation expense, which is included in related party expense for the years ended February 28, 2023, and 2022, respectively.

On July 16, 2021, the Company entered into a two-year Employment Agreement with Mr. Woodson and terminated his prior agreement dated September 14, 2019. The Company agreed to compensate Mr. Woodson $15,000 per month and granted Mr. Woodson an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of May 31, 2026 (See Note 7). The Company valued the option at $499,547, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the years ended February 28, 2023, and 2022, 16,800 and 9,800 options have vested, respectively, and the Company recorded $167,848 and $97,911 of stock- based compensation expense, which is included in related party expense for the years ended February 28, 2023, and 2022, respectively.

On July 19, 2021, the Company entered into three advisory agreements. Pursuant to the agreements the Company issued in the aggregate options to purchase 30,000 shares of common stock at an exercise price of $10,00 per share and an expiration date of July 19, 2026. The Company valued the options at $299,097, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the years ended February 28, 2023, and 2022, 15,000 and 15,000 options have vested, respectively, and the Company recorded $149,548 and $149,549 of stock- based compensation expense, which is included in related party expense for the years ended February 28, 2023, and 2022, respectively.

On February 1, 2022, the BOD granted Mr. Woodson 100,000 shares of common stock for services rendered and to reward Mr. Woodson with a $40,000 bonus. The Company recorded $1,000,000 of stock- based compensation expense, which is included in related party expense for the year ended February 28, 2022. Additionally, the Company also issued three- year Stock Options to purchase up to 100,000 shares of common stock at $9.00 per share, pursuant to meeting certain vesting criteria. The Company valued the options at $994,784, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. For the years ended February 28, 2023, and 2022, none of the options have been vested.

On March 22, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 21, 2027. The Company valued the option at $499,895 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 20,000 options vested, and the Company expensed $199,958 as stock compensation expense, which is included in related party expense for the year ended February 28, 2023.

F-41

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On May 23, 2022, the Company granted a shareholder an option to purchase up to 10,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of July 16, 2026 (See Note 4). The Company valued the option at $99,963 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 2,500 options vested, and the Company expensed $24,991 as stock compensation expense, which is included in related party expense for the year ended February 28, 2023.

The Company entered into a Reseller Agreement with Chris Corica, a member of the Board of Directors, dated September 24, 2019. The Agreement appoints Chris as an authorized agent to market licenses for use of the LaunchPro, either directly or through sub-agents. The Company agreed to pay fifteen percent of its net income from license of the LaunchPro plus fifteen percent of any other income realized from issuers introduced by Mr. Corica. The Company will pay for health insurance for Mr. Corica during any period when he is effectively marketing the LaunchPro. The Company also granted a four-year option to purchase up to 20,000 shares of Common Stock for $5.00 per share. For the years ended February 28, 2023, and 2022, none of the options have been vested.

A summary of related party expenses for the years ended February 28, 2023, and 2022 is as follows:

	Year ended February 28,
	2023		2022
Compensation and payroll taxes	$	203,561	$	468,868
Stock based expense		1,458,580		3,742,151
Consulting expense		180,000		894,000
	$	1,842,141	$	5,105,019

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On April 9, 2021 (the “Start Date”), the Company entered into a Business Advisory Services Agreement (the “BASA”) with Windstream Partners, LLC (“Windstream”). Pursuant to the BASA, Windstream will provide business advisory services to the Company for a two (2) year period and the Company has agreed to pay a monthly retainer of $10,000 beginning on the Start Date, increasing to $15,000 per month on the date Mr. Wier is no longer the CEO of the Company (which occurred on July 16, 2021) and increasing to $20,000 per month on the Public Date. The Public Date is defined as the first date on which either (a) the Company’s common stock is listed for trading on a national securities exchange or NASDAQ, or (b) the Company’s common stock is listed for trading on any other public platform and has achieved an average daily trading volume exceeding $20,000 for a period of 120 consecutive trading days. The Company also granted Windstream an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $5.00 per share (including a cashless exercise option) with an expiry date of April 30, 2024. The Company valued the option at $695,147, based on the Black-Scholes option pricing model, and will record the expense at the time any options vest. On the Start Date 19,800 of the options vested, and an additional 2,300 options will vest on the Start Date and every thirty (30) days thereafter. For the years ended February 28, 2023, and 2022, 27,600 and 45,100 options have vested, respectively, and the Company recorded $255,814 and $418,015 of stock- based compensation expense, respectively, for the years ended February 28, 2023, and 2022.

F-42

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On July 16, 2021, the Company (the “Licensee”) entered into a license agreement with ATS (the “Licensor”). The agreement grants the use of mybeachhouse.com (the MBH URL”) to the Company for twenty years, provided that reasonable progress is made in developing the related business. The Licensee paid the Licensor $8,800 for expenses related to the Licensor’s costs in registering the MBH URL. The Licensee has appointed the Licensor as the Exclusive Service Provider (the “ESP”) for Horry County, South Carolina. The term of the ESP is for twenty (20) years, subject to certain conditions. The Licensor will pay no fee for the ESP. The Company has agreed to a royalty of 10% of net revenues (as defined in the agreement) to be paid by the twentieth day of the following month.

On July 31, 2021, the Company entered into a Stock Incentive Agreement (the “SIA”) with Ezzey Digital Marketing (“Ezzey”). Pursuant to the SIA, the Company granted Ezzey up to 150,000 shares of restricted common stock that are subject to vesting conditions as defined in the SIA. The Company has recorded 40,000 as common stock to be issued for the vesting of 10,000 shares each on the 15^th of October 2021, through January 2022. For the year ended February 28, 2022, the Company recorded $400,000 of stock- based compensation expense for the year ended February 28, 2022. The Company terminated the SIA on February 11, 2022, and there will be no further vesting of any shares of common stock.

On March 22, 2022 (the “Effective Date”) the Company entered into an Advisory Agreement with a shareholder. The advisor will provide the Company services related to the Company’s business plan and technological vision as well as support for the Company’s marketing efforts. The agreement shall continue until it is terminated by either party, for any or no reason, giving written notice to the other party, effective on the date of receipt. Pursuant to the agreement the Company issued an option to purchase up to 50,000 shares of common stock at $9.00 per share with an expiration date of March 21, 2027, or thirty days after termination. 20,000 options vested upon the Effective Date and on each one-year anniversary thereafter an additional 10,000 options shall vest.

On March 30, 2022 (the “Engagement Date”) the Company entered into an Employment Agreement with an individual (the “Employee”) to serve as the Company’s Communications Director. The effective date of the agreement will be the first day after March 1, 2022, on which the total capital contributions to the Company and net proceeds of any long-term debt equals or exceeds $6,000,000 (the “Effective Date”). The initial term of the agreement is for one year from the Effective Date and will automatically renew for up to for additional six-month periods, subject to the termination clauses in the agreement. Pursuant to the agreement the Company will pay the Employee $150,000 per annum and issued an option to purchase up to 50,000 shares of common stock at $9.00 per share with an expiration date of March 30, 2027, or thirty days after termination. 5,000 options vested upon the Engagement Date, 5,000 options will vest on the Effective Date, 10,000 options will vest on the public listing date of the Company, and 10,000 options will vest on the first, second and third anniversaries of the Effective Date.

On April 1, 2022, the Company entered into a two-year Consulting Agreement with Mr. Corica, a member of the BOD of the Company. Pursuant to the agreement, Mr. Corica is to provide consulting services related to the business development activities of the Company. Pursuant to the agreement, the Company shall pay a monthly fee of $10,000, plus commissions as defined in the agreement. Additionally, the Company issued a stock option to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $9.00 per share. The options are subject to vesting criteria related to the engagement of third-party social media influencers and increases in the number of registered members of Planet Wealth.

F-43

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On May 5, 2022 (the “Engagement Date”) the Company entered into a Chief Marketing Officer Agreement with an individual (the “CMO”). The term of the agreement is from the Engagement Date to the earlier of the third anniversary of the Engagement date or the effective date of a termination pursuant to the agreement. Pursuant to the agreement the Company will pay the CMO $72,000 per annum and issued an option to purchase up to 100,000 shares of common stock at $9.00 per share with an expiration date of May 5, 2027, or thirty days after termination. 10,000 options vested upon the Engagement Date, 10,000 options will vest on the public listing date of the Company, 10,000 options will vest on the first, second and third anniversaries of the Engagement Date and 2,500 options shall vest with each increase of 50,000 in the number of registered members of the Company’s web portal, up to 1 million members.

On May 23, 2022 (the “Effective Date”) the Company entered into an Advisory Agreement with a shareholder. The advisor will provide the Company services related to the Company’s business plan, optimal methods for bringing the Company’s services to market and strategic alliances. The agreement shall continue until it is terminated by either party, for any or no reason, giving written notice to the other party, effective on the date of receipt. Pursuant to the agreement the Company issued an option to purchase up to 10,000 shares of common stock at $0.90 per share with an expiration date of May 23, 2027, or thirty days after termination. The options shall vest to one-twelfth (8 and 1/3%) at the end of each period of three full calendar months, commencing with the first full month after the Effective Date, subject to the services continue to be provided.

NOTE 6 - STOCKHOLDERS’ EQUITY

Common Stock

We have authorized the issuance of 100,000,000 shares of our common stock with par value of $0.0001.

During the year ended February 28, 2023, the Company:

● Sold 2,500 shares of common stock at $10.00 per share and received proceeds of $24,999,

● Issued 10,000 shares of common stock for 10,000 shares of common stock to be issued.

During the year ended February 28, 2022, the Company:

● sold 279,300 shares of common stock at $10.00 per share and received proceeds of $2,793,000,

● purchased 182,893 shares of common stock for $1,371,700 pursuant to the SPA (See Note 4),

● Issued 180,000 shares of common stock for services valued at $1,800,000.

As of February 28, 2023, and 2022, the Company has 2,030,335 and 2,017,835 shares of common stock issued and outstanding.

Common Stock to be Issued

During the year ended February 28, 2022, the Company recorded 50,000 shares of common stock to be issued, pursuant to agreements to issue the shares to consultants. The Company recorded stock compensation expense of $500,000 for the year ended February 28, 2022, for the 50,000 shares of common stock to be issued. During the year ended February 28, 2023. 10,000 shares of the shares to be issued were certificated. The Company also recorded 45,000 shares of common stock to be issued in exchange for proceeds received of $225,000. As of February 28, 2023, and 2022, there were 89,000 and 85,000 shares of common stock to be issued, respectively.

F-44

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

Preferred Stock

We have authorized the issuance of 10,100,000 shares of our preferred stock with par value of $0.0001.

Series A Preferred Stock

On April 1, 2020, the Company filed a Certificate of Designation (the “COD”) of the Series A Preferred Stock with the Delaware Secretary of State, which designated 100,000 shares as Series A Preferred Stock. Pursuant to the COD of the Series A Preferred Stock, the holder(s) have the following rights:

● 10% of the aggregate voting power of all shareholders.

● 51% of the aggregate voting power of all shareholders with respect to any proposal to sell the Company.

● cumulative preferential cash dividends equal to 10% of the Company’s Adjusted Gross Income (i.e. revenue less direct expenses (other than research and development) attributable to revenue, including expenses for development of marketable software services, expenses attributable to customer support, and obligations to providers of services resold by the Company; such rights terminating on the third anniversary of the date Todd Wier ceases to be an officer or employee of the Company.

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) Wier exchanged 100,000 shares of Series A Preferred Stock for 100,000 shares of Series C Preferred Stock. As of February 28, 2023, and 2022, there were -0- shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

On April 1, 2020, the Company filed a COD of the Series B Preferred Stock with the Delaware Secretary of State, which designated 500,000 shares as Series B Preferred Stock. Pursuant to the COD of the Series B Preferred Stock, each share of Series B Preferred Stock:

● is convertible at the holder’s option into fifty (50) shares of Common Stock.

● has voting rights equal to fifty shares of Common Stock.

● Shares in liquidation on an as-converted basis;

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income (i.e. 8% payable to holders of Series D Shares). The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series D Share, (b) existence of a liquid public market for the Common Stock, or (c) sale of the Company on arms-length terms.

F-45

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) Wier exchanged 103,500 shares of Series B Preferred Stock for 103,500 shares of Series E Preferred Stock, Wier also transferred 46,500 shares of Series B Preferred Stock to individuals who are not affiliates of the Company As of February 28, 2023, and 2022, there were 197,104 shares issued and outstanding of Series B Preferred Stock, respectively.

Series C Preferred Stock

On January 14, 2021, the Company filed a COD of the Series C Preferred Stock with the Delaware Secretary of State, which designated 100,000 shares as Series C Preferred Stock. Pursuant to the COD of the Series C Preferred Stock, the holder(s) have the following rights:

● cumulative preferential cash dividends equal to 10% of the Company’s Adjusted Gross Income (i.e. revenue less direct expenses (other than research and development) attributable to revenue, including expenses for development of marketable software services, expenses attributable to customer support, and obligations to providers of services resold by the Company; such rights terminating on December 31, 2027.

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) the Company issued Wier 100,000 shares of Series C Preferred Stock in exchange for 100,000 shares of Series A Preferred Stock. As of February 28, 2023, and 2022, there were 100,000 shares of Series C Preferred Stock issued and outstanding, respectively.

Series D Preferred Stock

On January 14, 2021, the Company filed a COD of the Series D Preferred Stock with the Delaware Secretary of State, which designated 600,000 shares as Series D Preferred Stock. Pursuant to the COD of the Series D Preferred Stock, each share of Series D Preferred Stock:

● is convertible at the holder’s option into 15 shares of Common Stock;

● has the voting power of 15 shares of Common Stock;

● shares in liquidation proceeds on an as converted basis;

● entitles the holder to a quarterly dividend equal to 0.00002% of the Company’s adjusted gross income (i.e. 12% payable to holders of Series D Shares, if all are sold). The dividend terminates on the earlier of (a) aggregate dividend payments of $30 per Series D Share, (b) existence of a liquid public market for the Common Stock, or (c) sale of the Company on arms-length terms.

From March 1, 2021, through June 17, 2021, the Company sold 305,250 shares of Series D Preferred Stock at $10 per share and received proceeds of $3,052,500. As of February 28, 2023, and 2022, there are 520,000 shares of Series D Preferred Stock issued and outstanding, respectively.

Based on the conversion feature of the Series D Preferred Stock, the Company valued the 305,250 shares sold at $4,578,750, and recorded a deemed dividend of $1,526,250, for the year ended February 28, 2022, resulting from a beneficial conversion feature.

F-46

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

Series E Preferred Stock

On August 16, 2021, the Company filed a COD of the Series E Preferred Stock with the Delaware Secretary of State, and has designated 103,500 shares as Series E Preferred Stock. Pursuant to the COD of the Series E Preferred Stock, the holder(s) have the following rights:

● the right to convert each share of the Series E Preferred Stock into fifty (50) shares of Common Stock.

● Shares of Series E Preferred Stock have no voting rights.

● on liquidation, a preferential payment of $0.001 per share, then the right to participate in the liquidation proceeds on an as-converted basis.

On July 16, 2021, pursuant to the Separation Agreement (See Note 4) the Company issued Wier 103,500 shares of Series E Preferred Stock in exchange for 103,500 shares of Series B Preferred Stock. As of February 28, 2023, and 2022, there were 103,500 shares issued and outstanding of Series E Preferred Stock, respectively.

NOTE 7 – STOCK OPTIONS

On March 25, 2021, the Company granted Mr. Sossaman an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of March 25, 2026 (See Note 4). The Company valued the option at $4,482,536 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 91,563 and 135,000 of the options vested and the Company recognized $912,080 and $1,344,671 of stock- based compensation expense-related parties for the years ended February 28, 2023, and 2022, respectively. Mr. Sossaman resigned on December 15, 2022. Pursuant to the resignation the remining unvested options of 223,437 were cancelled.

On April 9, 2021, the Company granted Windstream an option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $5.00 per share (including a cashless exercise option) with an expiry date of April 30, 2024. On the Start Date 19,800 of the options vested, and an additional 2,300 options will vest on the Start Date and every thirty (30) days thereafter (See Note 5). The Company valued the option at $695,147 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 27,600 and 45,100 of the options vested and the Company recognized $255,814 and $418,015 of stock- based compensation expense for the years ended February 28, 2023, and 2022, respectively.

On April 12, 2021, the Company granted an option to purchase 5,000 shares of common stock at $5.00 per share with an expiry date of May 31, 2026, to an individual pursuant to an Advisory Agreement. The options will vest 1/12 each month beginning April 12, 2021. The Company valued the option at $49,857 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 417 and 4,583 of the options vested and the Company recognized $4,155 and $45,702 of stock- based compensation expense for the years ended February 28, 2023, and 2022, respectively.

On June 19, 2021, the Company granted an option to purchase 40,000 shares of common stock at $5.00 per share with an expiry date of May 31, 2026. The options vested on the date of the grant. The Company valued the option at $398,381 based on the Black-Scholes option pricing model. For the year ended February 28, 2022, the Company recognized $398,381 of stock- based compensation expense.

F-47

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On July 16, 2021, the Company granted an option to purchase 50,000 shares of common stock at $5,00 per share with an expiry date of July 16, 2026, to a shareholder. The options vested on the date of the grant. The Company valued the option at $498,478 based on the Black-Scholes option pricing model. For the year ended February 28, 2022, the Company recognized $498,478 of stock- based compensation expense.

On July 16, 2021, the Company granted Mr. Woodson an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $5.00 per share (including a cashless exercise option) with an expiry date of May 31, 2026 (See Note 4). The Company valued the option at $499,547 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 16,800 and 9,800 of the options vested and the Company recognized $167,848 and $97,911 of stock- based compensation expense-related parties for the years ended February 28, 2023, and 2022, respectively.

On July 19, 2021, the Company granted options to purchase 10,000 shares of common stock at $5.00 per share with an expiry date of July 19, 2026, to three individuals pursuant to their Advisory Agreement. The options will vest 25% every three months beginning October 19, 2021. The Company valued the option at $299,097 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the years ended February 28, 2023, and 2022, 15,000 and 15,000 of the options vested and the Company recognized $149,550 and $149,550 of stock- based compensation expense for the years ended February 28, 2023, and 2022, respectively.

On July 30, 2021, the Company granted Mr. Hamburger an option to purchase up to 100,000 shares of the Company’s common stock at $6.00 per share. On the first anniversary of the CSA, 50,000 options vest and every thirty (30) days thereafter an additional 4,167 options will vest. The options are also eligible for cashless exercises’ and the option expires on July 30, 2026. The Company valued the option at $999,131 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. Mr. Hamburger was terminated February 11, 2022, and as of February 28, 2022, none of the options have vested and they have been cancelled.

On July 30, 2021, the Company granted Mr. Denny an option to purchase up to 100,000 shares of the Company’s common stock at $6.00 per share (See Note 5). On the first anniversary of the CSA, 50,000 options vest and every thirty (30) days thereafter an additional 4,167 options will vest. The options are also eligible for cashless exercises’ and the option expires on July 30, 2026. The Company valued the option at $999,131 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. Mr. Denny was terminated February 11, 2022, and as of February 28, 2022, none of the options have vested and they have been cancelled.

On November 8, 2021, the Company granted an employee an option to purchase up to 30,000 shares of the Company’s common stock at $9.00 per share. As long as the employee is still employed; on the first anniversary 10,000 options vest and every thirty (30) days thereafter an additional 833 options will vest. The options are also eligible for cashless exercises’ and the option expires on November 8, 2026. The Company valued the option at $300,000 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year February 28, 2023, 10,000 of the options have vested. The employee was terminated on December 1, 2022, and the remaining options have been cancelled.

F-48

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On November 15, 2021, the Company granted an employee an option to purchase up to 30,000 shares of the Company’s common stock at $9.00 per share. As long as the employee is still employed; on the first anniversary 10,000 options vest and every thirty (30) days thereafter an additional 833 options will vest. The options are also eligible for cashless exercises and the option expires on November 15, 2026. The Company valued the option at $300,000 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year February 28, 2023, 10,000 of the options have vested. The employee was terminated on December 1, 2022, and the remaining options have been cancelled.

On February 1, 2022, the Company granted Mr. Woodson options to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of February 1, 2024 (See Note 4). The Company valued the option at $999,784 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. As of February 28, 2023, none of the options have vested.

On March 22, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 21, 2027 (See Note 5). The Company valued the option at $499,895 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 20,000 options vested, and the Company expensed $199,958 as stock compensation expense, which is included in related party expense for the year ended February 28, 2023.

On March 30, 2022, the Company granted a shareholder an option to purchase up to 50,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of March 31, 2027 (See Note 5). The Company valued the option at $499,902 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 5,000 options vested, and the Company expensed $49,990 as stock compensation expense, which is included in related party expense for the year ended February 28, 2023.

On April 1, 2022, the Company granted a director an option to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of April 1, 2027 (See Note 5). The Company valued the option at $999,848 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. As of February 28, 2023, no options vested.

On May 5, 2022, the Company granted a consultant an option to purchase up to 100,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of May 5, 2027. The Company valued the option at $999,936 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 10,000 options vested, and the Company expensed $99,994 as stock compensation expense for the year ended February 28, 2023.

On May 23, 2022, the Company granted a shareholder an option to purchase up to 10,000 shares (subject to certain vesting dates and milestones) of common stock at $9.00 per share (including a cashless exercise option) with an expiry date of July 16, 2026 (See Note 4). The Company valued the option at $99,963 based on the Black-Scholes option pricing model and will recognize expense pro-rata as any options vest. During the year ended February 28, 2023, 2,500 options vested, and the Company expensed $24,991 as stock compensation expense, which is included in related party expense for the year ended February 28, 2023.

F-49

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

The above values for options granted during the year ended February 28, 2023, were based on the Black-Scholes option pricing model, using the following assumptions: risk-free interest rate range of 2.39% to 3.01% and volatility range of 169% to 171%.

The following table summarizes activities related to stock options of the Company for the year ended February 28, 2023, and 2022:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)
Outstanding and Exercisable at February 28, 2021		77,000		$	5.00	3.50
Issued		1,060,000		$	5.80	4.73
Cancelled		(200,000	)
Outstanding at February 28, 2022		937,000		$	5.70	3.79
Issued		310,000		$	9.00	5.04
Cancelled		(263,437	)
Outstanding at February 28, 2023		983,563		$	6.75	3.09
Exercisable at February 28, 2023		585,363		$	5 .39	2.79

NOTE 8 – CONVERTIBLE NOTES PAYABLE, RELATED PARTIES

Weiss Convertible Note

On June 14, 2021, the Company entered into a Loan Agreement with a current shareholder (the “Weiss Note”) of the Company. In exchange for $800,000 the Company agreed to repay the lender $840,000 on January 3, 2022 (the “Maturity Date”). The Company recorded $40,000 as interest expense for the year ended February 28, 2022. At any time prior to the Maturity Date, Weiss shall be entitled to apply all or part of the Principal Amount and Premium to subscribe for a note pursuant to the terms of the 506(c) offering, except that the purchase price for the note shall be eighty percent (80%) of the purchase price for an equivalent note recited in the offering documents used by Planet Wealth in the 506(c) Offering.

On July 16, 2021, the parties amended the Loan Agreement (the “1^st Amendment”). Pursuant the 1^st Amendment to the payment terms of the Loan, whereby, the Company is to deposit 20% of any capital raised into an escrow account (the “Sinking Fund”) for the benefit of the Lender. The Lender can decide to receive the money from escrow or to convert the note into another debt or equity instrument.

F-50

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On December 13, 2021, the parties executed the 2^nd Loan Amendment (the “2^nd Loan Amendment”). Pursuant to the 2^nd Loan Amendment, the parties agreed to extend the Maturity Date of the Loan to the earlier of i) the 40^th day after the effective or qualification date of a Registered Offering or ii) August 3, 2022. The lender also agreed to waive the obligation of the Company to maintain the Sinking Fund, and authorized the return of $373,000 that was being held in escrow. The Company agreed to segregate such funds in a separate account from its’ operating account until the maturity date, but is authorized to use the funds if needed. As of February 28, 2023, and 2022, $-0- and $558,600, respectively, was in the segregated account.

On September 12, 2022, the parties executed the 3^rd Loan Amendment, whereby the parties agree to extend the maturity date of the Loan to September 1, 2023.

Wier/148 Ventures Convertible Note

On October 29, 2021, the Company and Wier entered into an Agreement in Satisfaction (the “AIS”). Pursuant to the AIS, and in settlement of the remaining amount of $4,369,400 due under the SPA, the Company purchased 15,000 shares of Series B Preferred Stock from Wier for $750,000 and issued a 5% Convertible Debenture to 148 Ventures LLC. for $3,619,400. The Convertible Debenture requires payments as follows:

● On December 1, 2021, and for the three succeeding months, the greater of the Investment Share (defined below) or $100,000;

● On April 1, 2022, the greater of the Investment Share or $750,000;

● On May 1, 2022, and for the succeeding four months, the greater of the Investment Share or $100,000 on May 1, 2022 and

● On October 1, 2022, the remaining balance.

The Investment Share equals a percentage of any sale by Planet Wealth of debt or equity securities, the proceeds of any loan proceeds and any borrowings available under any Planet Wealth credit facilities. The percentage shall equal 30% during any month the Weiss Note (See Note 7) is outstanding and 50% in the first month after the month in which the Weiss note is paid in full. During the year ended February 28, 2022, the Company paid $266,295 of principal of the Initial Convertible Debenture (see Note 4), resulting in a balance of $3,353,105. On February 1, 2022, pursuant to the Consolidation Agreement (see Note 4) 148 Ventures surrendered the Initial Convertible Debenture and the Company issued the February 2022 Convertible Debenture (see Note 4) in the principal amount of $3,553,105. The February 2022 Convertible Debenture includes $200,000 of the unpaid consulting fee remaining from the July 16, 2021, Separation Agreement (see Note 4).

During the year ended February 28, 2023, the Company made principal payments of $155,339. On September 1, 2022, the February 2022 Convertible Debenture was cancelled in exchange for the September 2022 Convertible Debenture (the “September 2022 Convertible Debenture”). The September 2022 Debenture was issued in the amount of $3,455,106 and included $57,340 of accrued and unpaid interest pursuant to the February 2022 Convertible Debenture. The September 2022 Convertible Debenture matures September 1, 2023, and carries a stated 10% per annum interest rate. The conversion price is 50% of the lowest daily Volume Average Weighted Price for the 20 days preceding the conversion date.

F-51

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

As of February 28, 2023, and 2022, the principal balance of Convertible Notes is $4,295,106 and $4,393,105, respectively.

A summary of the activity of the Convertible Notes, related parties, and balances as of February 28, 2023, and 2022, is as follows:

	Year ended February 28,
	2023			2022
Beginning balance	$	4,393,105		$	-0-
Convertible notes issued		-			4,459,400
Payments		(155,339	)		(266,295	)
Note surrendered		(3,397,767	)		(3,353,105	)
Note issued		3,455,107			3,553,105
Ending balance	$	4,295,106		$	4,393,105

NOTE 9– CONVERTIBLE NOTES PAYABLE

On April 22, 2022, the Company (directly by management of the Company) began to offer a Private Offering of Convertible Bridge Notes (the “PPM”) of up to $3,000,000. Pursuant to the PPM, the notes will carry a 10% dividend with a maturity date of May 31, 2023, and the principal of each note with any accrued and unpaid interest will automatically convert into Units of securities to be issued by the Company on the offering date of the Company’s IPO. The conversion rate will equal 75% of the offering price recited in the offering statement or registration statement. Each Unit will consist of one share of common stock, one Redeemable Class A Common Stock Purchase Warrant (the “Class A Warrant”) and one Redeemable Class B Common Stock Purchase Warrant (the “Class B Warrant”). The Class A Warrant has a one- year term from its’ issuance date and an exercise price equal to the offering price, and the Class B Warrant has a two- year term from its issuance date and an exercise price of 133 1/3% of the offering price.

Pursuant to the PPM, during the year ended February 28, 2023, the Company issued 8 convertible notes in the aggregate amount of $350,000. On May 31, 2023, each of the noteholders entered into an Amendment to their note, extending the respective due dates to February 29, 2024, and increasing the interest rate to 15% per annum.

NOTE 10 – NOTE PAYABLE, RELATED PARTY

During the year ended February 28, 2023, Craig Weiss, the Company’s Chairman provided advances to the Company in the aggregate amount of $300,000. These advances did not have a stated interest rate or a maturity date. As of February 28, 2023, the amount advances by Mr. Weiss were $300,000 and is reported on the balance sheet as Notes payable, related party.

F-52

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

NOTE 11 – SUBSEQUENT EVENTS

On March 1, 2023, the Company entered into an Executive Employment Agreement with John Healy to be the CEO of the Company and the CEO and COO of Planet Wealth Securities, Inc. The Company agreed to compensate Mr. Healy $10,000 per month and to increase the monthly compensation to $20,000 based on certain cash flow requirements. The Company also granted Mr. Healy an option to purchase up to 450,000 shares (subject to certain vesting dates and milestones) of common stock at $0.01 per share (including a cashless exercise option) with an expiry date of February 28, 2028. The Agreement terminated the earlier of May 1, 2023 (if certain requirements are not met) or on the third anniversary of the Agreement. Mr. Healy resigned on May 17, 2023.

On March 23, 2023, the Company and Craig Weiss (the Company’s Chairman) agreed to cancel the Weiss Convertible Note (see Note 8) of $840,000, $200,000 of related party loans and $96,986 of accrued and unpaid interest into 5,684,930 shares of common stock.

On May 5, 2023, the Company filed with the Delaware Secretary of State amended Articles of Incorporation whereby the Company effectuated the 1-for-10 reverse split of the Corporation’s common stock.

On May 6, 2023, the Company issued 500,000 shares of common stock in the aggregate to two investors. The shares were previously recorded as common stock to be issued.

On May 24, 2023, the Company and Craig Weiss (the Company’s Chairman) agreed to cancel $240,000 of related party loans in exchange for 1,200,000 shares of common stock.

On May 24, 2023, the Company issued a 10%, $150,000 Convertible Note to Craig Weiss (the “$150,000 Weiss Convertible Note”). The Weiss $150,000 Convertible Note is to be funded by Weiss in $50,000 increments on June 1, 2023, July 1, 2023, and August 1, 2023. The Company agreed to pay Weiss the lesser of $150,000 or the aggregate fundings received by the Company, together with interest, the earlier of October 3, 2023, or the date in which the Company has raised more than $800,000 from the sale of securities excluding any purchases by officers or directors of the Company. Commencing October 3, 2023, the holder can convert any amount of principal and interest owed into shares of common stock of the Company at $0.02 per share.

On May 24, 2023, the Company granted an option to buy up to 1,775,000 shares of common stock at an exercise price of $0.0001 (including a cashless exercise option). The Vesting Date is on the first day after the $150,000 Weiss Convertible Note has been fully paid and satisfied. The expiration date will be October 3, 2023, unless the Vesting Date occurs on or before October 3, 2023, then the expiration date will be February 25, 2025.

On May 24, 2023, the Company issued a 10%, $150,000 Convertible Note to 148 Ventures, LLC (the “$150,000 148 Ventures Convertible Note”). The maturity date of the $150,000 148 Ventures Convertible Note together with interest, is the earlier of October 3, 2023, or the date in which the Company has raised more than $800,000 from the sale of securities excluding any purchases by officers or directors of the Company. Commencing October 3, 2023, the holder can convert any amount of principal and interest owed into shares of common stock of the Company at $0.02 per share.

On May 31, 2023, the holders of convertible notes of $350,000 in the aggregate agreed to extend the maturity of their respective notes to February 29, 2024, and to increase the interest rate on their notes to 14% per annum.

F-53

PLANET WEALTH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2023

On May 24, 2023, the Company entered into an Employment Agreement (the “2023 Woodson Agreement”) with Lance Woodson to serve as the Company’s Chief Information Officer, and terminated his prior agreement dated July 16, 2021. Mr. Woodson has vested 30,800 options to acquire common stock at $5.00 per share. The 2023 Woodson Agreement has an initial term of 3 years and automatically renews for up to 2 additional one-year periods if neither party terminates the agreement during the initial term or the first subsequent term. The Company shall pay Mr. Woodson $10,000 per month through the month in which the Cash Floor Threshold occurs. Commencing with the month the Cash Floor Threshold occurs the monthly payment shall be $15,000 plus the amount equal to $5,000 per month times the number of months beginning in December 2022 through the month the Cash Floor Threshold is met, divided by twelve. Mr. Woodson is also eligible to receive bonuses up to $270,000 during the initial term of the agreement. The Company also issued an option for Mr. Woodson to purchase up to 2,500,000 shares of common stock at an exercise price of $0.16 per share (including a cashless exercise option) and an expiration date of April 30, 2028. The Cash Floor Threshold means at the close of a business day the sum of the Company’s cash plus cash equivalents plus other liquid assets exceeds the sum of $1,000,000 plus the Company’s accounts receivables and accrued expenses.

On June 2, 2023, the Company entered into a Debt Satisfaction Agreement with 148 Ventures, LLC (“148 Ventures”). The Debt Satisfaction Agreement becomes effective upon the Company satisfying its’ obligation of the $150,000 148 Ventures Convertible Note (the “Effective Date”). If the Effective Date is not satisfied by October 2, 2023, this Debt Satisfaction Agreement shall terminate at the close of business on that date and have no further force or effect. On the Effective Date the Company will file with the Delaware Secretary of State a Certificate of Designation for Series F Preferred Stock and Series G Preferred Stock. On the Effective Date all the Company’s obligations under the September 2022 Convertible Debenture (see Note 8) shall be fully discharged in consideration of the Company issuing:

● Upon the filing of the Certificate of Designation, the Company shall issue to 148 Ventures Eight Hundred Forty-Seven Thousand, Seventy (847,070) shares of Series F Preferred Stock and Five Hundred Thirty-Two Thousand Three Hundred Eighty-Three (532,383) shares of Common Stock.

● a total of Five Million (5,400,000) shares of Common Stock to individuals named by 148 Ventures.

● During the period from September 30, 2018, to January 31, 2020, 153 investors who were not affiliated or associated with the Company (the “Early Investors”) purchased shares of the Company’s Common Stock. Promptly after the Effective Date, the Company will distribute one million (1,000,000) shares of Common Stock to the Early Investors, to be allocated among them in proportion to their shareholdings.

● Five Hundred Thousand (500,000) shares will be distributed to the holders of the Company’s Series B Preferred Stock, to be allocated among them in proportion to their Series B shareholdings.

● Two Million (2,000,000) shares will be distributed to the holders of the Company’s Series D Preferred Stock, to be allocated among them in proportion to their Series D shareholdings.

● One Million One Hundred Thousand (1,100,000) shares will be distributed to investors who purchased the Company’s Common Stock after July 1, 2022, to be allocated among them in proportion to their shareholdings.

The Company will also cancel the 103,500 shares of Series E Preferred Stock to be surrendered by Todd Wier, in exchange for the issuance of 103,500 shares of Series G preferred Stock to 148 Ventures, LLC.

On June 13, 2013, the Company agreed to issue 167,369 shares of common stock in settlement of $33,474 of accounts payable to three entities.

On June 13, 2023, the Company issued 200,000 shares of common stock to the Company’s CIO in settlement of $40,000 of a liability that was previously recorded as accrued bonus.

On August 2, 2023, the Company issued a 10%, 500,000 Convertible Promissory Note. The note is convertible into the greater number of shares of i) 2,500,000 shares or ii) the product of $500,000 divided by one-fifth of the Reg A Price.

The Company has evaluated subsequent events through August 17, 2023, the date the financial statements were available to be issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

F-54

PART III

Index to Exhibits

2.1	Certificate of Incorporation, filed on April 30, 2018
2.2	Certificate of Amendment of Certificate of Incorporation, filed on July 16, 2018
2.3	Certificate of Amendment of Certificate of Incorporation, filed on November 14, 2019
2.4	Certificate of Amendment of Certificate of Incorporation, filed on April 1, 2020
2.5	Certificate of Designation of Series C and Series D Preferred Stock, filed on January 14, 2021
2.6	Certificate of Amendment of Certificate of Incorporation, filed on May 12, 2021
2.7	Certificate of Amendment of Certificate of Incorporation, filed on May 4, 2023
2.8	Certificate of Designation of Series F and Series G Preferred Stock, filed on September 15, 2023
2.9	Amended and Restated Bylaws
4	Form of Subscription Agreement
6.1	Marketing and Sales Development Agreement between Planet Wealth, Inc. and 148 Ventures, LLC dated May 24, 2023
6.2	Sales Agency Agreement between Planet Wealth, Inc. and Chris Corica dated May 24, 2023
6.3	Amended and Restated Employment Agreement between Planet Wealth, Inc. and Lance Woodson dated November 1, 2023
10.1	Form of Power of Attorney among Selling Shareholder, Planet Wealth, Inc. and Lance Woodson – to be filed by amendment
11.1	Consent of Independent Registered Public Accounting Firm
12.1	Attorney opinion on legality of the offering – to be filed by amendment

III-1

SIGNATURES

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 Bentonville, State of Arkansas, on November 29, 2023.

By:	/s/ Lance Woodson
Name:	Lance Woodson
Title:	Chief Executive Officer
	(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

The offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/ Lance Woodson	Director and Chief Executive Officer	November 29, 2023
Lance Woodson
/s/ Craig Weiss	Chairman of the Board	November 29, 2023
Craig Weiss
/s/ Chris Corica	Director	November 29, 2023
Chris Corica

III-2

EX1A-2A CHARTER

Exhibit 2.1

State of Delaware
Secretary of State
Division of
Corporations
Delivered 03:45 PM
04/30/2018
FILED 03:45 PM
04/30/2018
SR 20183171818 –
File Number 6865633 CERTIFICATE OF INCORPORATION •
OF
PREFLOGIC, INC.

The undersigned, a natural person, for the purpose of orgai1izing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the General Corporation Law of the State of Delaware hereby certifies that:

1. The name of the corporation (hereinafter called the “Corporation” is: PrefLogic, Inc;

2. The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is c/o United Corporate Services, Inc., 874 Walker Road, Suite C, in the City of Dover, County of Kent, State of Delaware 19904 and the name of the registered agent of the Corporation in the State of Delaware at such address is United Corporate Services, Inc.

3. The nature of the business and of the purposes to be conducted and promoted by the Corporation are, in general, to carry on any business and engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the Corporation shall have authority to issue is Five Thousand Shares (5,000) shares, all of which are to have a par value of $.0001 per share. All such shares are of one class and are Common Stock.

5. The name and mailing address of the incorporator is as follows:

Ann McKnight

Lippes Mathias Wexler Friedman LLP

50 Fountain Plaza., Suite 1700

Buffalo, New York 14202

6. No director shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as a director, except that· this Article shall not eliminate or limit the liability of each director: (a) for any breach of such director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation or law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which such director derived an improper personal benefit.

The Corporation shall indemnify to the full extent authorized by law any person, testator or intestate made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he/she is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director or officer at the request of the Corporation or any predecessor of the Corporation.

The Corporation shall pay expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Paragraph 6.

7. Election of directors need not be by written ballot.

8. The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter or repeal the By-Laws, and to adopt any new By-Laws, shall be vested in the Board of Directors.

Executed this 30th day of April 2018.

/s/ Ann McKnight

Ann McKnight, Sole Incorporator

EX1A-2A CHARTER

Exhibit 2.2

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PREFLOGIC, INC. State of Delaware
Secretary of State
Division of Corporations
Delivered 12:39 PM 07/16/2018
FILED 12:39 PM
07/16/2018.
SR 20185675508 –
File Number 6865633

PretLogic, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

I. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of incorporation filed with the Secretary of State on April 30, 2018 (the “Certificate of Incorporation”).

2. Section 4 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“4: The total number of shares of stock which the corporation shall have authority to issue is fifty million (50,000,000) shares, all of which shall have a par value of $.0001 per share. The total number of shares of common stock which the corporation is authorized to issue is 40,000,000, at a par value of $0.0001 per share and the total number of shares of undesignated preferred stock which the corporation is authorized to issue is 10,000,000, it a par value of $0.0001 per share (“Blank Check Preferred Stock”). The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred Stock, and to fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series of Blank Check Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock subject to the requirements of applicable law.”

3. This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WI1NESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Chris Corica, its President, this 13th day of July 2018.

By:	/s/ Chris Corica
Name:	Chris Corica
Title:	President

EX1A-2A CHARTER

Exhibit 2.3

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PREFLOGIC, INC.

PrefLogic, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”), does hereby certify:

FIRST: That by written consent dated November 4, 2019, the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the approval of the amendment by the stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended as follows:

Section 4 of the Certificate of Amendment is hereby amended and restated in its entirety as follows:

4(A) Authorized Shares

The total number of shares of stock which the Corporation shall have authority to issue is one hundred ten million one hundred thousand (110,100,000) shares, all of which shall have a par value of $0.0001 per share. The total number of shares of common stock which the Corporation is authorized to issue is 100,000,000, with a par value of $0.0001 per share. The total number of shares of Series A Preferred Stock which the Corporation is authorized to issue is 100,000, with a par value of $0.0001. The total number of shares of undesignated preferred stock which the Corporation is authorized to issue is 10,000,000, with a par value of $0.0001 per share (“Blank Check Preferred Stock”).

(B) Series B Preferred Stock

The Series A Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1.       Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series A Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series A Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share, after which the Holders of Series A Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series A Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series A Preferred Stock would be converted if the record date for the distribution was a Conversion Date as described in Part (B)(4) below.

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2.       Dividends.

A.       Holders of issued and outstanding Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Dividend Amount. The “Dividend Amount” per share of Series A Preferred Stock with respect to each fiscal quarter shall equal 0.0003% (three-ten thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

B.       For purposes of this Section (B)(2), the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

C.       No dividend on the Series A Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

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D.       If any Series A Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series A Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series A Preferred Stock in cash.  

E.       Unless all accumulated accrued and unpaid dividends on the Series A Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series A Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

3.       Voting.

A.       Voting Rights. The holders of the Series A Preferred Stock shall be entitled to vote in the same manner and with the same effect as the holders of Common Stock, voting together with the holders of Common Stock as a single class. For this purpose, the holders of Series A Preferred Stock shall be given notice of any meeting of stockholders as to which the holders of Common Stock are given notice in accordance with the bylaws of the Corporation. As to any matter on which the holders of Series A Preferred Stock shall be entitled to vote, the holder of a single share of Series A Preferred Stock shall have voting rights equal to 0.0003% of the total shares entitled to vote by the holders of all of the then outstanding shares of voting stock of the Corporation, such that, if there are one hundred thousand (100,000) shares of Series A Preferred Stock outstanding, then the holders of those shares will have 30% of the voting power of the Corporation.

B.       Anti-Dilution. Notwithstanding anything herein to the contrary, the consent of the holders of all of the outstanding shares of Series A Preferred Stock, voting as a separate class, shall be required to authorize (by action of the shareholders) or designate (by action of the board of directors) any class or series of capital stock of the Corporation with voting rights that would diminish the voting power of the holders of the Series A Preferred Stock.

C.       Vote to Change the Terms of Series A Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than all of the then outstanding shares of Series A Preferred Stock shall be required for any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series A Preferred Stock.

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4.       Conversion.

A.       Conversion Event. The Series A Preferred Stock will convert into shares of the Corporation’s common stock either voluntarily at the option of the Holder or automatically upon the first to occur of the following dates (the “Conversion Date”):

a. the date on which the Corporation delivers to Todd Wier a notice terminating his employment by the Corporation for cause, as “cause” is defined in the then-effective employment agreement between the Corporation and Todd Wier;

b. the date on which Todd Wier delivers to the Corporation a notice terminating his employment by the Corporation, if said date occurs prior to September 30, 2021.

c. the anniversary of the date on which Todd Wier ceases to be employed by the Corporation.

B.       Conversion Rate. The number of shares of common stock issuable upon conversion of one share of Series A Preferred Stock will equal ten (10) times the product of (a) the Market Value of the common stock on the effective date of the conversion less one (1). For example, if the Market Value of a share of common stock on the Conversion Date is $2.00, then one share of Series A Preferred Stock will convert on that date into ten shares of common stock. The “Market Value” for this purpose shall be, in the order of priority:

a. If there is quoted on any securities market a bid price for the common stock, the Market Value will be the average of the closing bid prices for the five trading days preceding the Conversion Date.

b. If there is no bid price quoted, the Market Value shall be the cash-equivalent price per share in the most recent arms-length sale of stock for cash or assets by the Corporation, provided such sale closed no more than 12 months prior to the Conversion Date.

c. If the criteria described in “a” or “b” are not available, Market Value shall be the value to which the Holder and the Corporation shall agree, if such written agreement is executed within 10 business days after the Conversion Date.

d. If none of the aforesaid criteria determines the Market Value, then Market Value will be determined by a member of the American Society of Appraisers chosen by agreement of the Holder and the Corporation, with the costs of the appraisal being born equally by the Holder and the Corporation. If the Holder and Corporation have not agreed upon an appraiser within thirty days after the Conversion Date, then either party may apply to a court of competent jurisdiction for appointment of an appraiser.

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C.       Conversion Notice. The Holder of a share of Series A Preferred Stock may exercise its right to voluntary conversion right by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. In the event of automatic conversion, as described in Part 6A above, either party may give the Conversion Notice to the other in the manner set forth in the preceding sentence. If either voluntary or automatic conversion will result in the conversion of all of a Holder’s Series A Preferred Stock, the Holder shall surrender the certificate for the Series A Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

D.       Issuance of Certificates; Time Conversion Effected.

a. Promptly, but in no event more than three (3) trading days after the Conversion Due Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series A Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation. The “Conversion Due Date” shall be (a) if the Conversion Rate is determined pursuant to Part 6B(a) or 6B(b) above, the date on which the Conversion Notice is received and the Holder has surrendered the Series A Preferred Stock certificate (if required), or (b) if the Conversion Rate is determined pursuant to Part 6B(c) or 6B(d) above, the date on which a final determination of the Conversion Rate is delivered in writing to each party and the Holder has surrendered the Series A Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby, on the Conversion Date, notwithstanding any delay between the Conversion Date and the Conversion Due Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

b. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Due Date could result in economic loss to the Holder of the Series A Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if, in the event of a voluntary conversion, the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Due Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”

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c. Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

5.       Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Corporation will make appropriate provision (in form and substance reasonably satisfactory to the Holder) to insure that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock otherwise acquirable and receivable upon the conversion of this Series A Preferred Stock, such shares of stock, securities or assets as would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock that would have been acquirable and receivable had this Series A Preferred Stock been converted into shares of Common Stock immediately prior to such Organic Change (without taking into account any limitations or restrictions on the timing of conversions). In any such case, the Corporation will make appropriate provision (in form and substance reasonably satisfactory to the Holder) with respect to the Holder’s rights and interests to insure that the provisions of this Section 6 will thereafter be applicable to the Series A Preferred Stock. The Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance reasonably satisfactory to the holders of a more than sixty-six and two-thirds percent (66-2/3%) of Series A Preferred Stock then outstanding), the obligation to deliver to each holder of Series A Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(C) Blank Check Preferred Stock

The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock, and with the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred Stock, and to fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series of Blank Check Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock, subject to the requirements of applicable law.

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(D) Forward Split of Common Stock.

A. On the date of filing of this Certificate of Amendment at 6:00 p.m. Eastern Time (the “Forward Split Effective Time”), each issued and outstanding share of Common Stock (“Old Common Stock”) shall, without any action on the part of the holder thereof, automatically be reclassified as and changed into two (2) fully-paid and nonassessable shares of Common Stock, par value $0.0001 per share.

B. Following the Forward Split Effective Time, each holder of a certificate(s) representing outstanding shares of the Corporation’s Old Common Stock (“Old Certificate(s)”) will be entitled to receive, upon surrender of such Old Certificate(s) to the Corporation’s transfer agent for cancellation, a certificate (“New Certificate”) representing the number of shares of New Common Stock owned by such stockholder following the Forward Stock Split.

SECOND: That thereafter, pursuant to resolution of the Board of Directors, stockholders of the Corporation representing the necessary number and class of shares as required by statute, acting by written consent in lieu of meeting in accordance with Section 228 of the GCL, consented to the adoption of said amendment by signing written consents setting forth said amendment and delivered the signed consents to the Corporation as required by the provisions of said Section 228.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

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IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of November, 2019.

/s/ Todd Wier

Todd Wier

Chief Executive Officer

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EX1A-2A CHARTER

Exhibit 2.4

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PREFLOGIC, INC.

PrefLogic, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”), does hereby certify:

FIRST: That by written consent dated March 30, 2020, the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the approval of the amendment by the stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended as follows:

Sections 4(A) and 4(B) of the Certificate of Amendment are hereby amended and restated in their entirety as follows:

4(A) AUTHORIZED SHARES

The total number of shares of stock which the Corporation shall have authority to issue is one hundred ten million one hundred thousand (110,100,000) shares, all of which shall have a par value of $0.0001 per share. The total number of shares of common stock which the Corporation is authorized to issue is 100,000,000, with a par value of $0.0001 per share. The total number of shares of Series A Preferred Stock which the Corporation is authorized to issue is 100,000, with a par value of $0.0001. The total number of shares of Series B Preferred Stock which the Corporation is authorized to issue is 500,000, with a par value of $0.0001. The total number of shares of undesignated preferred stock which the Corporation is authorized to issue is 9,500,000, with a par value of $0.0001 per share (“Blank Check Preferred Stock”).

4(B-1) SERIES A PREFERRED STOCK

The Series A Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series A Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series A Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share.

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2. Dividends.

A. During the Series A Dividend Period (defined in Section B-1(2(F) below) and on the first Dividend Payment Date following termination of the Series A Dividend Period, Holders of issued and outstanding Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Series A Dividend Amount. The “Series A Dividend Amount” per share of Series A Preferred Stock with respect to each fiscal quarter shall equal 0.0001% (one-ten thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

B. For purposes of this Section (B-1)(2), the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

C. No dividend on the Series A Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

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D. If any Series A Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series A Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series A Preferred Stock in cash.  

E. Unless all accumulated accrued and unpaid dividends on the Series A Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series A Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

F. The “Series A Dividend Period” shall commence on July 1, 2020 and shall terminate on the third anniversary of the first date on which Todd Wier is neither an officer nor an employee of the Corporation.

3. Voting.

The holders of the Series A Preferred Stock shall be entitled to vote in the same manner and with the same effect as the holders of Common Stock, voting together with the holders of Common Stock as a single class. For this purpose, the holders of Series A Preferred Stock shall be given notice of any meeting of stockholders as to which the holders of Common Stock are given notice in accordance with the bylaws of the Corporation.

A. As to any proposal in connection with a Sale Transaction matter on which the holders of Series A Preferred Stock shall be entitled to vote, the holder of a single share of Series A Preferred Stock shall have voting rights equal to 0.00051% of the total shares entitled to vote by the holders of all of the then outstanding shares of voting stock of the Corporation, such that, if there are one hundred thousand (100,000) shares of Series A Preferred Stock outstanding, then the holders of those shares will have 51% of the voting power of the Corporation. A “Sale Transaction” means a merger or consolidation pursuant to any of Sections 251 through 258 or 263 through 267 of the GCL in which the Corporation is not the surviving entity, or a sale, lease or exchange of Corporation assets pursuant to Section 271 of the GCL

B. As to any matter other than a proposal in connection with a Sale Transaction on which the holders of Series A Preferred Stock shall be entitled to vote, the holder of a single share of Series A Preferred Stock shall have voting rights equal to 0.0001% of the total shares entitled to vote by the holders of all of the then outstanding shares of voting stock of the Corporation, such that, if there are one hundred thousand (100,000) shares of Series A Preferred Stock outstanding, then the holders of those shares will have 10% of the voting power of the Corporation.

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C. Anti-Dilution. Notwithstanding anything herein to the contrary, the consent of the holders of all of the outstanding shares of Series A Preferred Stock, voting as a separate class, shall be required to authorize (by action of the shareholders) or designate (by action of the board of directors) any class or series of capital stock of the Corporation with voting rights that would diminish the voting power of the holders of the Series A Preferred Stock.

D. Vote to Change the Terms of Series A Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than all of the then outstanding shares of Series A Preferred Stock shall be required for any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series A Preferred Stock.

4(B-2) SERIES B PREFERRED STOCK

The Series B Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series B Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series B Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share, after which the Holders of Series B Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series B Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series B Preferred Stock would be converted on the record date for the distribution.

2. Dividends.

A. During the Series B Dividend Period (defined in Section 2(F) below), holders of issued and outstanding Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Series B Dividend Amount. The “Series B Dividend Amount” per share of Series B Preferred Stock with respect to each fiscal quarter shall equal 0.00002% (two hundred thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

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B. For purposes of this Section (B-2)(2), the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

C. No dividend on the Series B Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series B Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

D. If any Series B Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series B Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series B Preferred Stock in cash.  

E. Unless all accumulated accrued and unpaid dividends on the Series B Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series B Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

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F. The “Series B Dividend Period” referenced in Section 2(A) above shall commence on July 1, 2020 and shall terminate on the earlier of (a) the date on which aggregate dividend payments to the holder of each outstanding share of Series B Preferred Stock total thirty dollars ($30), (b) the date on which the Corporation is party to a merger or consolidation from which it is not the surviving corporation or completes the sale of substantially all of its assets, or (c) the first date on which the average publicly reported trading volume for the Corporation’s common stock during the preceding sixty trading days exceeds two thousand (2,000) shares.

3. Voting.

Each share of Series B Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder’s shares of Series B Preferred Stock are convertible on the record date for the stockholder action.

4. Conversion.

A. Conversion. Subject to and in compliance with the provisions of this Section 4, any shares of Series B Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series B Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series B Preferred Stock being converted by fifty (50) (the “Adjustment Number”).

B. Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

C. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series B Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series B Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

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D. Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series B Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, in any such event the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change.

E. Conversion Notice. The Holder of a share of Series B Preferred Stock may exercise its right to conversion by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder’s Series B Preferred Stock, the Holder shall surrender the certificate for the Series B Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

F. Issuance of Certificates; Time Conversion Effected.

a. Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series B Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation. The “Conversion Date” shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series B Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

b. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Date could result in economic loss to the Holder of the Series B Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”

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c. Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

5. Notices of Record Date.

Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series B Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

(C) BLANK CHECK PREFERRED STOCK

The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock, and with the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred Stock, and to fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series of Blank Check Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock, subject to the requirements of applicable law.

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(D) FORWARD SPLIT OF COMMON STOCK.

A. On November 14, 2019 at 6:00 p.m. Eastern Time (the “Forward Split Effective Time”), each issued and outstanding share of Common Stock (“Old Common Stock”) shall, without any action on the part of the holder thereof, automatically be reclassified as and changed into two (2) fully-paid and nonassessable shares of Common Stock, par value $0.0001 per share.

B. Following the Forward Split Effective Time, each holder of a certificate(s) representing outstanding shares of the Corporation’s Old Common Stock (“Old Certificate(s)”) will be entitled to receive, upon surrender of such Old Certificate(s) to the Corporation’s transfer agent for cancellation, a certificate (“New Certificate”) representing the number of shares of New Common Stock owned by such stockholder following the Forward Stock Split.

SECOND: That thereafter, pursuant to resolution of the Board of Directors, stockholders of the Corporation representing the necessary number and class of shares as required by statute, acting by written consent in lieu of meeting in accordance with Section 228 of the GCL, consented to the adoption of said amendment by signing written consents setting forth said amendment and delivered the signed consents to the Corporation as required by the provisions of said Section 228.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 30th day of March, 2020.

/s/ Todd Wier

Todd Wier

Chief Executive Officer

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EX1A-2A CHARTER

Exhibit 2.5

CERTIFICATE OF DESIGNATION

FOR

SERIES C PREFERRED STOCK AND SERIES D PREFERRED STOCK

OF

PREFLOGIC, INC.

PrefLogic, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”) and acting under Section 151 of GCL, does hereby submit the following Certificate of Designation of its Series C Preferred Stock and Series D Preferred Stock.

FIRST: The name of the Corporation is PrefLogic, Inc.

SECOND: By unanimous consent of the Board of Directors of the Corporation dated November 9, 2020, the following resolutions were duly adopted:

WHEREAS the Certificate of Incorporation of the Corporation authorizes Blank Check Preferred Stock consisting of 9,500,000 shares, par value $0.0001 per share, issuable from time to time in one or more series; and

WHEREAS the Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and by the provisions of Section 4 of the Corporation’s Certificate of Incorporation, to establish and fix the number of shares to be included in any series of Preferred Stock and the powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series; and

WHEREAS it is the desire of the Board of Directors to establish and fix the number of shares to be included in two new series of Preferred Stock: Series C Preferred Stock and Series D Preferred Stock, and to fix the powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such new series;

NOW, THEREFORE, BE IT RESOLVED that pursuant to Section 4 of the Corporation’s Certificate of Incorporation, there is hereby established a new series of one hundred thousand (100,000) shares of Preferred Stock of the Corporation (the Series C Preferred Stock”) to have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Stated Value. Each share of Series C Preferred Stock shall have a stated value equal to $0.0001.

2. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series C Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series C Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share.

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3. Dividends.

A. During the Series C Dividend Period (defined in Section 3(F) below) and on the first Dividend Payment Date following termination of the Series C Dividend Period, Holders of issued and outstanding Series C Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Series C Dividend Amount. The “Series C Dividend Amount” per share of Series C Preferred Stock with respect to each fiscal quarter shall equal 0.0001% (one-ten thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

B. For purposes of this Section 3, the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

C. No dividend on the Series C Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series C Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

D. If any Series C Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series C Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series C Preferred Stock in cash.

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E. Unless all accumulated accrued and unpaid dividends on the Series C Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series C Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

F. The “Series C Dividend Period” shall commence on January 1, 2021 and shall terminate on December 31, 2027.

4. Voting.

A. Except as set forth in Section 4(B) below, the holders of Series C Preferred Stock shall have no voting rights by reason of such shares.

B. Vote to Change the Terms of Series C Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than all of the then outstanding shares of Series C Preferred Stock shall be required for any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series C Preferred Stock.

AND, THEREFORE, BE IT FURTHER RESOLVED that pursuant to Section 4 of the Corporation’s Certificate of Incorporation, there is hereby established a new series of six hundred (600,000) shares of Preferred Stock of the Corporation (the Series D Preferred Stock”) to have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Stated Value. Each share of Series D Preferred Stock shall have a stated value equal to $0.0001.

2. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series D Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series D Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share, after which the Holders of Series D Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series D Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series D Preferred Stock would be converted on the record date for the distribution.

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3. Dividends.

A. During the Series D Dividend Period (defined in Section 3(F) below), holders of issued and outstanding Series D Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Series D Dividend Amount. The “Series D Dividend Amount” per share of Series D Preferred Stock with respect to each fiscal quarter shall equal 0.00002% (two hundred thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

B. For purposes of this Section 3(B), the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

C. No dividend on the Series D Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series D Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

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D. If any Series D Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series D Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series D Preferred Stock in cash.  

E. Unless all accumulated accrued and unpaid dividends on the Series D Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series D Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

F. The “Series D Dividend Period” referenced in Section 3(A) above shall commence on January 1, 2021 and shall terminate on the earlier of (a) the date on which aggregate dividend payments to the holder of each outstanding share of Series D Preferred Stock total thirty dollars ($30), (b) the date on which the Corporation is party to a merger or consolidation from which it is not the surviving corporation or completes the sale of substantially all of its assets, or (c) the first date on which the average publicly reported trading volume for the Corporation’s common stock during the preceding sixty trading days exceeds two thousand (2,000) shares.

4. Voting. Each share of Series D Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder’s shares of Series D Preferred Stock are convertible on the record date for the stockholder action.

5. Conversion.

A. Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Series D Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series D Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series D Preferred Stock being converted by fifteen (15) (the “Adjustment Number”).

B. Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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C. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series D Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series D Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

D. Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series D Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, in any such event the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change.

E. Conversion Notice. The Holder of a share of Series D Preferred Stock may exercise its right to conversion by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder’s Series D Preferred Stock, the Holder shall surrender the certificate for the Series D Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

F. Issuance of Certificates; Time Conversion Effected.

a. Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series D Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation. The “Conversion Date” shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series D Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

b. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Date could result in economic loss to the Holder of the Series D Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”

c. Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

6. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series D Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its President on November 10, 2020.

/s/ Thaddeus A. Wier, Jr.
Print:	Thaddeus A. Wier, Jr.
Office:	President

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EX1A-2A CHARTER

Exhibit 2.6

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PREFLOGIC, INC.

PrefLogic, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”), does hereby certify:

FIRST: That by written consent dated May 6, 2021, the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the approval of the amendment by the stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended as follows:

Section 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

1. The name of the corporation (hereinafter called the “Corporation”) is: Planet Wealth, Inc.

SECOND: That thereafter, pursuant to resolution of the Board of Directors, stockholders of the Corporation representing the necessary number and class of shares as required by statute, acting by written consent in lieu of meeting in accordance with Section 228 of the GCL, consented to the adoption of said amendment by signing written consents setting forth said amendment and delivered the signed consents to the Corporation as required by the provisions of said Section 228.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 10th day of May, 2021.

/s/ Todd Wier

Todd Wier

Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.7

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PLANET WEALTH, INC.

Planet Wealth, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”), does hereby certify:

FIRST: That by written consent dated March 8, 2023, the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the approval of the amendment by the stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended as follows:

ARTICLE IV is amended to effect a reverse split of the Corporation’s common stock by adding Section IV(E) reading as follows:

IV(E) Reverse Split of Common Stock:

A. On May 5, 2023 (“Effective Date”) at 6:00 p.m. Eastern Time, a reverse stock split (“Reverse Stock Split”) will occur, as a result of which each ten (10) issued and outstanding shares of Common Stock of the Corporation (“Old Common Stock”) shall automatically, without further action on the part of the Corporation or any holder of such Common Stock, be reclassified and converted into one (1) share of the Corporation’s Common Stock (“New Common Stock”). No fractional shares shall be issued. The number of shares to be issued to each shareholder will be rounded up to the nearest whole number if, as a result of the Reverse Stock Split, the number of shares owned by any shareholder would not be a whole number.

B. As of the Effective Date, each holder of record of outstanding shares of the Corporation’s Old Common Stock will be entitled to conversion of the Old Common Stock on the records of the Corporation into the number of shares of New Common Stock owned by such stockholder following the Reverse Stock Split.

SECOND: That thereafter, pursuant to resolution of the Board of Directors, stockholders of the Corporation representing the necessary number and class of shares as required by statute, acting by written consent in lieu of meeting in accordance with Section 228 of the GCL, consented to the adoption of said amendment by signing written consents setting forth said amendment and delivered the signed consents to the Corporation as required by the provisions of said Section 228.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 3rd day of May, 2023.

/s/ John Healy

John Healy

Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.8

CERTIFICATE OF DESIGNATION 

FOR 

SERIES F PREFERRED STOCK AND SERIES G PREFERRED STOCK

OF

PLANET WEALTH, INC.

Planet Wealth, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”) and acting under Section 151 of GCL, does hereby submit the following Certificate of Designation of its Series F and Series G Series G Preferred Stock.

FIRST: The name of the Corporation is Planet Wealth, Inc.

SECOND: By unanimous consent of the Board of Directors of the Corporation, the following resolutions were duly adopted:

WHEREAS the Certificate of Incorporation of the Corporation authorizes Blank Check Preferred Stock consisting of 9,500,000 shares, par value $0.0001 per share, issuable from time to time in one or more series; and

WHEREAS the Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and by the provisions of Section 4 of the Corporation’s Certificate of Incorporation, to establish and fix the number of shares to be included in any series of Preferred Stock and the powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series; and

WHEREAS it is the desire of the Board of Directors to establish and fix the number of shares to be included in a series of Preferred Stock designated as Series F Preferred Stock and Series G Preferred Stock, and to fix the powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such new series;

NOW, THEREFORE, BE IT RESOLVED that pursuant to Section 4 of the Corporation’s Certificate of Incorporation, there is hereby established a new series of Eight Hundred Forty-Seven Thousand, Seventy (847,070) shares of Preferred Stock of the Corporation (the Series F Preferred Stock”) to have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series F Preferred Stock (a “Holder”) shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share, after which the Holders of Series F Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series F Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series F Preferred Stock could be converted on the record date for the distribution without taking into account the restriction on conversion set forth in Section 4(E) hereof.

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2. Dividends. In the event the Corporation declares a dividend payable in cash or stock to holders of any class of stock, the holder of each share of Series F Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Corporation’s Common Stock into which that Holder’s Series F Preferred Stock could be converted on the record date for the distribution without taking into account the restriction on conversion set forth in Section 4(E) hereof.

3. Voting.

A. Sale Transaction. As to any proposal in connection with a Sale Transaction matter on which the holders of Common Stock shall be entitled to vote, the holder of Series F Preferred Stock shall have voting rights equal to a holder of the number of shares of Common Stock into which the Series F Preferred Stock may be converted on the record date for the vote without regard to the limit on conversion set forth in Section 4(E) hereof. A “Sale Transaction” means a merger or consolidation pursuant to any of Sections 251 through 258 or 263 through 267 of the GCL in which the Corporation is not the surviving entity, or a sale, lease or exchange of Corporation assets pursuant to Section 271 of the GCL.

B. Other Transactions. Except as set forth in Section 3(A) above, the holder of a share of Series F Preferred Stock shall have no voting rights by reason thereof.

4. Conversion.

A. Conversion. Subject to and in compliance with the provisions of this Section 4, any shares of Series F Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series F Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series F Preferred Stock being converted by ten (10) (the “Adjustment Number”).

B. Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

C. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series F Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series F Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

D. Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series F Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, in any such event the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change.

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E. Restriction on Conversion of Series F Shares. The Corporation shall not effect any conversion of the Series F Shares and the Holder shall not have the right to convert any portion of the Series F Shares to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the number of shares of the Corporation’s Common Stock outstanding immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder. If the Holder has delivered a Conversion Notice for a Conversion Amount of Series F Shares that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the Certificate of Incorporation. The provisions of this Section 4(E) may be waived by a Holder upon not less than 65 days prior notice to the Company.

F. Conversion Notice. The Holder of a share of Series F Preferred Stock may exercise its right to conversion by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder’s Series F Preferred Stock, the Holder shall surrender the certificate for the Series F Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

G. Issuance of Certificates; Time Conversion Effected.

a. Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series F Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation. The “Conversion Date” shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series F Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

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b. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Date could result in economic loss to the Holder of the Series F Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”

c. Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

5. Designation of Board Observer. At any time when there are at least one hundred thousand (100,000) shares of Series F Preferred Stock outstanding, any person holding a majority of the outstanding shares of Series F Preferred Stock may designate an individual to serve as a Board Observer on behalf of that majority holder, provided the Board Observer is not affiliated with a direct competitor of the Corporation. The majority holder will designate the Board Observer by written notice to the Chairman of the Board of Directors, and may replace the Board Observer from time to time by written notice to the Chairman of the Board. The Board Observer shall be entitled to receive notice of any meeting of the Board at the same time as members of the Board, and to attend and participate in each meeting of the Board, whether in person or online, including informal meetings of the Board at which the business of the Corporation is discussed. The Board Observer shall be entitled to receive a copy of any written information distributed to members of the Board in general. The Board Observer shall also be entitled to receive copies of minutes of all meetings and written unanimous consents of the Board. The Board Observer shall also be entitled to receive substantive responses from officers and employees of the Corporation to any inquiry made by the Board Observer that is an appropriate inquiry by a member of the Board of Directors. The Board Observer shall cease to be a Board Observer when the majority holder that appointed the Board Observer ceased to be a majority holder of the Series F Preferred Stock.

6. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series F Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

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AND, THEREFORE, BE IT FURTHER RESOLVED that pursuant to Section 4 of the Corporation’s Certificate of Incorporation, there is hereby established a new series of one hundred three thousand five hundred (103,500) shares of Preferred Stock of the Corporation (the Series G Preferred Stock”) to have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows:

1. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, or upon the effective date of a consolidation, merger or statutory share exchange in which the Corporation is not the surviving entity (generically, a “Liquidation Event”), the holder of each share of the Series G Preferred Stock (a “Holder”) shall be entitled to receive (a) any dividend on the Series G Preferred Stock that is accrued but unpaid, and (b) out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of one tenth of One Cent ($0.001) per share, after which the Holders of Series G Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series G Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that Holder’s Series G Preferred Stock would be converted on the record date for the distribution without taking into account the restriction on conversion set forth in Section 4(E) hereof.

2. Dividends.

A. During the Series G Dividend Period (defined in Section 2(F) below), holders of issued and outstanding Series G Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds of the Corporation legally available for the payment of distributions, cumulative preferential cash dividends equal to the Series G Dividend Amount. The “Series G Dividend Amount” per share of Series G Preferred Stock with respect to each fiscal quarter shall equal 0.00002% (two hundred thousandth percent) of the Corporation’s Adjusted Gross Income for the quarter. Dividends shall be payable in arrears thirty days after the last day of each fiscal quarter (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a day on which the New York Stock Exchange is open for business (a “Business Day”), then the dividend that would otherwise have been payable on such Dividend Payment Date shall be paid on the next succeeding Business Day, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Dividends shall be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the last Business Day of the fiscal quarter with respect to which the dividend is payable (each such date, a “Dividend Record Date”).

B. For purposes of this Section 2, the term “Adjusted Gross Income” shall mean (a) revenue recognized on an accrual basis in accordance with generally accepted accounting principles less (b) direct expenses attributable to such revenue on an accrual basis in accordance with generally accepted accounting principles, except that direct expenses shall not include research and development expenses and shall include:

● expenses incurred for development of the Corporation’s marketable software services;

● expenses directly attributable to customer support; and

● accrual of obligations to providers for services that are resold by the Corporation.

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C. No dividend on the Series G Preferred Stock will be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the GCL or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series G Preferred Stock shall continue to accrue and accumulate regardless of whether: (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. 

D. If any Series G Preferred Stock are outstanding, no dividends will be declared or paid or set apart for payment on any other class of stock, unless all accumulated accrued and unpaid dividends are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof set apart for such payment on the Series G Preferred Stock for all past fiscal quarters with respect to which full dividends were not paid on the Series G Preferred Stock in cash.  

E. Unless all accumulated accrued and unpaid dividends on the Series G Preferred Stock are contemporaneously declared and paid in cash or declared and a sum of cash sufficient for the payment thereof is set apart for payment for all past fiscal quarters with respect to which full dividends were not paid on the Series G Preferred Stock in cash, no dividends may be declared or paid or set apart for payment upon any class of stock, nor shall any shares of any class of stock be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange other equity securities issued by the Corporation or by redemption, purchase or acquisition of stock under any employee benefit plan of the Corporation).

F. The “Series G Dividend Period” referenced in Section 2(A) above shall commence on September 1, 2023 and shall terminate on the earlier of (a) the date on which aggregate dividend payments to the holder of each outstanding share of Series G Preferred Stock total thirty dollars ($30), (b) the date on which the Corporation is party to a merger or consolidation from which it is not the surviving corporation or completes the sale of substantially all of its assets, or (c) the first date on which the average publicly reported trading volume for the Corporation’s common stock during the preceding sixty trading days exceeds two thousand (2,000) shares.

3. Voting.

A. Sale Transaction. As to any proposal in connection with a Sale Transaction matter on which the holders of Common Stock shall be entitled to vote, the holder of Series G Preferred Stock shall have voting rights equal to a holder of the number of shares of Common Stock into which the Series G Preferred Stock may be converted on the record date for the vote without regard to the limit on conversion set forth in Section 4(E) hereof. A “Sale Transaction” means a merger or consolidation pursuant to any of Sections 251 through 258 or 263 through 267 of the GCL in which the Corporation is not the surviving entity, or a sale, lease or exchange of Corporation assets pursuant to Section 271 of the GCL.

B. Other Transactions. Except as set forth in Section 3(A) above, the holder of a share of Series G Preferred Stock shall have no voting rights by reason thereof.

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4. Conversion.

A. Conversion. Subject to and in compliance with the provisions of this Section 4, any shares of Series G Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series G Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series G Preferred Stock being converted by five (5) (the “Adjustment Number”).

B. Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

C. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series G Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series G Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

D. Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series G Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, in any such event the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change.

E. Restriction on Conversion of Series G Shares. The Corporation shall not effect any conversion of the Series G Shares and the Holder shall not have the right to convert any portion of the Series G Shares to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the number of shares of the Corporation’s Common Stock outstanding immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder. If the Holder has delivered a Conversion Notice for a Conversion Amount of Series G Shares that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the Certificate of Incorporation. The provisions of this Section 4(E) may be waived by a Holder upon not less than 65 days prior notice to the Company.

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F. Conversion Notice. The Holder of a share of Series G Preferred Stock may exercise its right to conversion by giving a written conversion notice (the “Conversion Notice”) (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder’s Series G Preferred Stock, the Holder shall surrender the certificate for the Series G Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours.

G. Issuance of Certificates; Time Conversion Effected.

a. Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series G Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation. The “Conversion Date” shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series G Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

b. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Date could result in economic loss to the Holder of the Series G Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”

c. Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.

5. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series G Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its Chief Executive Officer on September 15, 2023.

/s/ Lance Woodson
Print:	Lance Woodson
Office:	Chief Executive Officer

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EX1A-2A CHARTER

Exhibit 2.9

AMENDED AND RESTATED BY-LAWS

OF PREFLOGIC, INC.

ARTICLE I

Meeting of Stockholders

Section 1. Annual Meeting. The annual meeting of stockholders of PrefLogic, Inc. (the “Corporation”) for the election of Directors and for the transaction of other business shall be held at such time and such place within or without the State of Delaware as shall be determined by the Board of Directors, the President or the Chief Executive Officer and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special Meetings. A special meeting of stockholders may be called by the Board of Directors, the President or Chief Executive Officer, and shall be called by the President or the Chief Executive Officer, the Secretary or an Assistant Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of the holders of record of twenty percent (20%) or more of the outstanding shares of the stock of the Corporation entitled to vote at the meeting. Each special meeting of stockholders shall be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 3. Notice and Purpose of Meetings. Written notice of each meeting of stockholders stating the place, date and hour of the meeting and, in the case of a special meeting, in general terms, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder of record entitled to vote at the meeting. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with first-class post- age thereon prepaid, directed to each stockholder at his or her address as it appears on the records of the Corporation.

Section 4. Procedure. At each meeting of stockholders the order of business and all other matters of procedure may be determined by the person presiding at the meeting.

Section 5. List of Stockholders. The Officer who has charge of the stock ledger of the Corporation shall prepare and take at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of the stock of the Corporation registered in the name of each stockholder. Such list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 6. Quorum. Except as otherwise required by law or the certificate of incorporation, a quorum at all meetings of stockholders shall consist of the holders of record of not less than a majority of the outstanding shares of the stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, except when the stockholders are required to vote by class, in which event the holders of record of not less than a majority of the outstanding shares of the appropriate class shall be present in person or represented by proxy.

Section 7. Adjournments. The stockholders entitled to vote who are present in person or represented by proxy at any meeting of stockholders, whether or not a quorum shall be present at the meeting, shall have power by a majority of the votes cast to adjourn the meeting from time to time without notice other than announcement at the meeting of the time and place to which the meeting is adjourned. At any adjourned meeting held without notice at which a quorum shall be present any business may be transacted that might have been transacted on the original date of the meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

Section 8. Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder of record shall be entitled at every meeting of stockholders to one vote for each share of the stock of the Corporation standing in his or her name on the record of stockholders on the record date fixed for the meeting or, if no record date for the meeting was fixed, on the date of the meeting. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may act in person or may authorize another person or persons to act for such stockholder by proxy, but no proxy shall be voted or acted upon after three (3) years from its date unless it provides for a longer period.

Directors elected at any meeting of stockholders shall, except as otherwise required by law, be elected by a plurality of the votes cast. All other corporate action to be taken by vote of stockholders shall, except as otherwise required by law or the certificate of incorporation, be authorized by a majority of the votes cast.

Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action (including, without limitation, adoption, amendment or repeal of these By-Laws) which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission transmitted by a stockholder consenting to an action to be taken shall be deemed to be a consent in writing for purposes hereof. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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Section 10. Waiver of Notice. Whenever notice is required by law or these By-Laws to be given to any stockholder, a written waiver thereof, signed by such stockholder in person or by proxy, whether before or after the time stated therein, shall be deemed equivalent to notice. The attendance of any stockholder at a meeting in person or by proxy shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders need be specified in any written waiver of notice.

Section 11. Inspectors of Election. The Board of Directors may, in advance of any meeting of the stockholders, appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed in advance of the meeting, the person presiding at such meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any inspector appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. No person who is a candidate for the office of Director of the Corporation shall act as an inspector at any meeting of the stockholders at which Directors are elected.

Section 12. Duties of Inspectors of Election. Whenever one or more inspectors of election may be appointed as provided in these By-Laws, he, she or they shall determine the number of shares outstanding and entitled to vote, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.

ARTICLE II

Directors

Section 1. General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

Section 2. Number and Qualifications. The Board of Directors shall consist of one or more members. The exact number of Directors shall initially be fixed by the Incorporator and thereafter from time to time by action of the stockholders or by vote of a majority of the entire Board of Directors.

Section 3. Election and Term of Office. Except as otherwise required by law or these By-Laws, each Director shall be elected at the annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.

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Section 4. Resignation. Any Director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Removal of Directors. Except as otherwise provided by law, any Director or the entire Board of Directors may be removed, with or without cause, by the holders of at least seventy-five percent (75%) of the shares of the stock of the Corporation then entitled to vote at an election of Directors.

Section 6. Vacancies. Newly created directorships and vacancies in the Board of Directors, including vacancies resulting from the resignation of Directors effective immediately or at a future date or from the removal of Directors, with or without cause, may be filled by vote of the stockholders, by vote of a majority of the Directors then in office (including Directors whose resignations are effective at a future date), although less than a quorum, or by the sole remaining Director. Each Director so chosen shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier resignation or removal. A vote to fill a vacancy or vacancies created by the resignation or resignations of a Director or Directors effective at a future date shall take effect when the resignation or resignations become effective.

Section 7. First Meeting of Newly Elected Directors. The first meeting of the newly elected Board of Directors may be held immediately after the annual meeting of stockholders and at the same place as the annual meeting of stockholders, provided a quorum is present, and no notice of the meeting shall be necessary. In the event the first meeting of the newly elected Board of Directors is not held at said time and place, it shall be held as provided in Section 8 or 9 of this Article II.

Section 8. Regular Meetings of Directors. Regular meetings of the Board of Directors may be held without notice at such time and such place within or without the State of Delaware as may be fixed from time to time by resolution of the Board of Directors. If any day fixed for a regular meeting shall be a legal holiday at a place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day.

Section 9. Special Meetings of Directors. A special meeting of the Board of Directors may be called by the President or the Chief Executive Officer, in the absence or disability of the President and Chief Executive Officer, any Vice President, or by any two (2) Directors, or if there is only one Director by that one Director. Each special meeting of the Board of Directors may be held at such time and such place within or without the State of Delaware on at least 24 hours’ notice to each director given by one of the means specified in Section 3.10 hereof other than by mail or on at least three days’ notice if given by mail.

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Section 10. Notice. Subject to Section 3.9 and 3.17, any notice required to be given to any director by applicable law, the Certificate of Incorporation or these By-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 11. Quorum and Action by the Board. At all meetings of the Board of Directors, except as otherwise required by law or these By-Laws, a quorum shall be required for the transaction of business and shall consist of not less than a majority of the entire Board of Directors, and the vote of a majority of the Directors present shall decide any question that may come before the meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

Section 12. Procedure. The order of business and all other matters of procedure at every meeting of the Board of Directors may be determined by the person presiding at the meeting.

Section 13. Committees of Directors. The Board of Directors may, by resolution adopted by vote of a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or alternate member of a committee the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member or alternate member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and mayexercise all the powers and authority of the Board of Directors in the management of the property, business and affairs of the Corporation, and may authorize the seal, if any, of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board of Directors in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these By- Laws of the Corporation, declaring a dividend or authorizing the issuance of stock. Each such committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. A majority vote of all the members of any such committee may fix its rules or procedure, determine its actions and fix the time and place within or without the State of Delaware for its meetings and specify the number of members required to constitute a quorum and what notice thereof, if any, shall be given unless the Board of Directors shall otherwise provide. The Board of Directors may at any time fill vacancies in, change the membership of or discharge any such committee.

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Section 14. Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board of Directors may be allowed like compensation for attending committee meetings.

Section 15. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

Section 16. Presence at Meeting by Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.

Section 17. Notice Generally; Waiver of Notice. Whenever notice is required to be given to any Director by applicable law, the certificate of incorporation or these By-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such Director at such Director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission and such notice may be waived by the Director entitled to the notice, in writing signed by, or by electronic transmission by such Director, whether before or after such notice is required, which waiver shall be deemed equivalent to notice.

ARTICLE III

Officers

Section 1. Officers; Term of Office. The officers of the Corporation shall be elected by the Board of Directors and shall include a President,, a Chief Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may from time to time elect or appoint such additional Officers as it may determine. Such additional Officers shall have such authority and perform such duties as the Board of Directors may from time to time prescribe. Any two or more officers may be held by the same person.

Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

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Section 2. Removal. Any Officer may be removed or have his or her authority suspended by the Board of Directors at any time with or without cause.

Section 3. Resignation. Any Officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office arising for any reason may be filled by the Board of Directors.

Section 5. The President. The President shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the President by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 6. The Vice Presidents. Each Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the President.

Section 7. The Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 8. The Treasurer. The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 9. Officers Holding Two or More Offices. Any two (2) or more offices may be held by the same person but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two (2) or more Officers.

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Section 10. Duties of Officers May be Delegated. In case of the absence or disability of any Officer of the Corporation, or in case of a vacancy in any office or for any other reason that the Board of Directors may deem sufficient, the Board of Directors, except as otherwise provided by law, may temporarily delegate the powers or duties of any Officer to any other Officer or to any Director.

Section 11. Security. The Corporation may secure the fidelity of any or all of its Officers or agents by bond or otherwise, as may be required from time to time by the Board of Directors.

ARTICLE IV

Indemnification of Officers and Directors

Section 1. Right of Indemnification. Each Director and Officer of the Corporation, whether or not then in office, shall be indemnified by the Corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the General Corporation Law of the State of Delaware or other applicable law, as such law now exists or may hereafter be adopted or amended; provided, however, that the Corporation shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a Director or Officer only if such action or proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advancement of Expenses. Expenses incurred by a Director or Officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article IV may be paid by the Corporation in advance of the final disposition of such action or proceeding upon (a) the receipt of an undertaking by or on behalf of such Director or Officer to repay such advancement in case such Director or Officer is ultimately found not to be entitled to indemnification as authorized by this Article IV, and (b) approval by the Board of Directors acting by a quorum consisting of Directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by the stockholders. To the extent permitted by law, the Board of Directors or, if applicable, the stockholders shall not be required to find that the Director or Officer has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding before the Corporation makes any advance payment of expenses hereunder.

Section 3. Availability and Interpretation. To the extent permitted under applicable law, the rights to indemnification and to the advancement of expenses provided in this Article IV (a) shall be available with respect to events occurring prior to the adoption of this Article IV, (b) shall continue to exist after any rescission or restrictive amendment of this Article IV with respect to events occurring prior to such rescission or amendment, (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Director or Officer, on the basis of applicable law in effect at the time such rights are claimed, and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation and the Director or Officer for whom such rights are sought were parties to a separate written agreement.

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Section 4. Other Rights. The rights of indemnification and to the advancement of expenses provided in this Article IV shall not be deemed exclusive of any other rights to which any Director or Officer of the Corporation or other person may now or hereafter be otherwise entitled whether contained in the certificate of incorporation, these By-Laws, a resolution of the Board of Directors or an agreement. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in this Article IV shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Director or Officer of the Corporation or other person in any action or proceeding to have assented or allowed in his or her favor, against the Corporation or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

Section 5. Severability. If this Article IV or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article IV shall remain fully enforceable.

ARTICLE V

Shares and Transfer

Section 1. Certificates. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the President or the Chief Executive Officer or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

Section 2. Issuance of Certificates. Within a reasonable time after the issuance or transfer of uncertified shares, the corporation shall send to the registered owner thereof a written notice, which may be sent by electronic transmission, that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares imposed by the corporation’s Certificate of Incorporation, these By-laws, any agreement among shareholders or any agreement between shareholders and the Corporation.

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Section 3. More Than One Class of Stock. The Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except for restrictions on transfer of stock (as provided in Section 202 of the General Corporation Law of Delaware), in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4. Stock Ledger. A record shall be kept (i) by means of, or be in the form of, any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases) or (ii) by the Secretary, by the transfer agent, or by any other Officer, employee or agent designated by the Board of Directors of the name of the individual, firm or corporation holding the shares of the stock of the Corporation represented by each certificate, the number of shares represented by such certificate, the date of issue thereof and, in case of cancellation, the date of cancellation thereof.

Section 5. Transfer of Shares; Transfer Agents. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of the stock of the Corporation to receive dividends, and to vote as such owner, and to hold liable for call and assessment a person registered on its books as the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 7. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with law, the certificate of incorporation or these By- Laws, concerning the issue, transfer and registration of certificates representing shares of the stock of the Corporation. It may appoint, or authorize any Officer or Officers to appoint, one or more transfer clerks or one or more transfer agents or one or more registrars, and may require all such certificates to bear the signature or signatures of any of them.

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Section 8. Lost, Stolen and Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

Section 9. Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of shares of the stock of the Corporation, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) or less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. Only such stockholders, as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting of stockholders and any adjournment thereof, or to receive payment of such dividend or such other distribution or such allotment of rights, or to exercise such rights in respect of any such change, conversion or exchange of shares of the stock of the Corporation, or to participate in such other action, or to give such consent, as the case may be, notwithstanding any transfer of any shares of the stock of the Corporation on the books of the Corporation after any such record date so fixed. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meetings; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed by the Board of Directors, (a) the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Finances

Section 1. Corporate Funds. The funds of the Corporation shall be deposited in its name with such banks, trust companies or other depositories as the Board of Directors may from time to time designate. All checks, notes, drafts and other negotiable instruments of the Corporation shall be signed by such Officer or Officers, employee or employees, agent or agents as the Board of Directors may from time to time designate. No Officers, employees or agents of the Corporation, alone or with others, shall have power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby, except as provided in this Section 1.

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Section 2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise provided by the Board of Directors.

Section 3. Dividends; Reserves. Dividends upon the stock of the Corporation payable out of funds legally available therefor may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of the stock of the Corporation. Before declaring any dividend, the Board of Directors may set aside out of any funds of the Corporation legally available for dividends such sum or sums as the Board of Directors from time to time in its discretion shall deem proper as a reserve for working capital, for contingencies, for equalizing dividends or for such other purpose or purposes as the Board of Directors shall deem conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 4. Loans to Employees and Officers. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any Officer or other employee of the Corporation, including any Officer or employee who is also a Director of the Corporation, whenever in the judgment of the Board of Directors such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.

ARTICLE VII

General Provisions

Section 1. Form and Use of Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 3. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

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Section 4. Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 5. Conflict with Applicable Law or Certificate of Incorporation. These by- laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VIII

Amendments

Section 1. Procedure for Amending By-Laws. These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by- laws were originally adopted by them or otherwise.

- 13 -

EX1A-4 SUBS AGMT

Exhibit 4

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE INVESTMENT IS ILLIQUID AND MAY CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, NOR SHOULD THE INVESTOR EXPECT A PUBLIC MARKET FOR THE SECURITIES TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE OFFERING MATERIALS 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. 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 THAT OCCUR AFTER THE DATE OF THE OFFERING CIRCULAR.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

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TO:	Planet Wealth, Inc.
	300 NW B Street
	Bentonville, Arkansas 72712

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Common Stock (the “Securities”), of Planet Wealth, Inc., a Delaware corporation (the “Company”), at a purchase price of $1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein and in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The minimum subscription is $300.

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “XXXX”, or by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.

(b) Escrow arrangements. The Company has not retained the services of an escrow agent. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by VStock Transfer LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

(c) Transaction Fees. Subscriber will be responsible for payment processing fees paid directly to a third-party payment services processor at the time of investment. This fee is not considered part of the cost basis of the subscribed Securities. The payment processing fess shall count against the per investor limit set out in Section 4(d)(ii) below.

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3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the Closing Date. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof as provided herein, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements meeting the requirements of Form 1-A under the Securities Act (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The auditing firm that has audited the Financial Statements is an independent accounting firm within the rules and regulations adopted by the SEC.

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(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds” in the Offering Circular.

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. The Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and to carry out its provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that it meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

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(f) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(g) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(h) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or breach of warranty or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT OR TORT BUT NOT INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

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7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed or telecopied, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to: Planet Wealth, Inc. 300 NW B Street Bentonville, Arkansas 72712 Email: lwoodson@planetwealth.com with a required copy to: Robert Brantl, Esq. 181 Dante Avenue Tuckahoe, New York 10707

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto. or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(j) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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PLANET WEALTH, INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Common Stock of Planet Wealth, Inc. by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of shares of Common Stock the undersigned hereby irrevocably subscribes for is:	______________________ (print number of Securities)
(b) The aggregate purchase price (based on a purchase price of $1.00 per Security) for the Common Stock the undersigned hereby irrevocably subscribes for is:	$_____________________ (print aggregate purchase price)
(c) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

	If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature	Signature
Name (Please Print)	Name (Please Print)
Email address	Email address
Address	Address
Telephone Number	Telephone Number
Social Security Number/EIN	Social Security Number
Date	Date

*    *    *    *    *

This Subscription is accepted on _____________, 202_	Planet Wealth, Inc.
	By:
		Name:
		Title:

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APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. Note: for purposes of calculating net worth under this paragraph (5):

(A) The person’s primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

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(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in SEC Rule 506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000 or more,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

* * * * *

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EX1A-6 MAT CTRCT

Exhibit 6.1

MARKETING AND SALES DEVELOPMENT AGREEMENT

Contract Date: May 24, 2023

Parties:

“PW”	Planet Wealth, Inc., a Delaware corporation 50 South B.B. King Blvd., Suite 350, Memphis, TN U.S.A. 38103
“MDA”	148 Ventures LLC, a Delaware limited liability company 148 Church Street, East Aurora, NY 14052

Premises:

A. PW owns and operates the Planet Wealth^tm website, on which Users may obtain information, services and goods relating to capital formation and investment.

B. PW wishes to engage MDA as its Market Development Associate to assume primary responsibility for the marketing and sales distribution of PW’s services and good.

Agreement:

1. Definitions. As used herein, the following terms will have the following meanings:

a. “Funding Date” means the first date on which the proceeds from sales of securities by PW after May 1, 2023, excluding sales to persons serving as officers or directors of PW, equal or exceed One Million Dollars ($1,000,000).

b. “Net Revenue” means gross revenue (measured on an accrual basis in accordance with generally accepted accounting principles) less discounts, refunds, incremental cost of goods sold or services rendered, and gross revenue from sale of MDA Products.

c. “PW Attributor” means the software system employed by PW as configured from time to time to identify and provide data correlating Sales Agents with Users for purposes of compensation.

d. “Turnkey” means an interface available to some or all Users on the PW Website that enables a User to generate a set of documents suitable for use by the User in making an offering of securities under a specific exemption from the registration requirement in Section 5 of the Securities Act of 1933.

e. “User” means an individual or entity that has registered with PW to acquire goods and/or services available for use or purchase on the Planet Wealth^tm website.

2. Market Development. PW hereby appoints MDA to serve as Market Development Associate of PW. In that position, MDA will design and develop a product sales system and a marketing platform for goods and services offered by PW (the “MDA Services”). Among the MDA Services, MDA will:

● Design and develop an inclusive digital marketing and sales strategy, to include the production of sales funnels and clickfunnels used to market products;

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● For purposes of advertising efficiency, research and identify valuable Internet real estate where prospective users of PW products and services aggregate;

● Test and implement the advertising strategy using Key Performance Indicators with a goal of producing profit to fund an expanding budget;

● In concert with PW’s Chief Information Officer (the “CIO”), design the remarketing protocol, to include organizing and scripting the drip mail/text and banner remarketing (pixels), etc. that will capitalize on the data captured by PW;

● Jointly with CIO, design the PW Attributor;

● Develop sales training programs and other products for sale by PW (“MDA Products”), which will be made available on the Planet Wealth^tm website for purchase by all Users unless PW has reasonable cause (not including competitive benefit) to limit the availability of one or more specific MDA Products;

● Procure, by purchase, license, joint venture or otherwise, products and services complementary to the PW products and services;

● In concert with the CIO, direct the development of the Business Opportunity Turnkey, a Turnkey for the purpose of funding initiation of a Sales Agent’s business.

3. Governing Policies. In performing the MDA Services, MDA will comply with the following principles:

a. Marketing Accuracy. MDA shall not make make any representation regarding the services or goods provided by PW that is not accurate in all material respects, and shall not promise or guarantee any specific result from use of PW services.

b. Solicitation Accuracy. MDA shall not promise or suggest the likelihood that a Sales Agent will realize any specific financial result or range thereof from services as such.

c. Regulations. MDA shall perform all services pursuant to this Agreement in compliance with all applicable laws, including the laws of the United States of America and the laws of any state within the United States with jurisdiction over MDA’s activities. Without limiting the obligation imposed by the previous sentence, MDA will be specifically responsible for insuring that its Services meet the requirements set forth by the U.S. Federal Trade Commission in its “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (16 C.F.R. 225; commonly referred to as the Endorsement Guides).

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4. Term. The Term of this Agreement shall commence on the Contract Date. The “Termination Date” of the Term shall be the first anniversary of the Funding Date. On the Termination Date, all rights and obligations under this Agreement shall terminate, except that (a) right of remedy for any breach of this Agreement shall survive the Termination Date for the applicable limitations period, (b) PW’s obligation to pay the Revenue Fee to MDA pursuant to Section 6(a) hereof shall continue for a “Tail Period” of two years from the Termination Date, and (c) PW’s obligation to pay the Products Fee to MDA pursuant to Section 6(b) hereof shall accrue whenever PW sells an MDA Product. Either Party may terminate the Term prior to the Termination Date if the other Party commits a material breach of this Agreement that is not cured within twenty days following the breaching Party’s receipt of notice of the breach. PW’s right to display or broadcast media in which Todd Wier appears in person or vocally, whether web assets, clickfunnels or other media (collectively, “Wier Media”) shall terminate upon the termination of the Tail Period, except that PW may continue to display or broadcast Wier Media in connection with the marketing of MDA Products.

5. Budget Coverage.

a. Through the Term of this Agreement, PW will fund the development and operations of MDA by payment of a monthly stipend in an amount that the Parties have determined to be a reasonable budget for adequate performance of the MDA Services (the “Stipend”). Commencing on the Contract Date and on the first business day of each succeeding month, PW shall pay MDA a Stipend of Twenty Thousand Dollars ($20,000). On the first day of the month following the Funding Date, the Stipend will increase to Forty Thousand Dollars ($40,000) and shall remain at that level for the remainder of the Term. If either PW or MDA determine that an increase in the Stipend would enable expansion of the MDA Services to benefit PW, the Parties will negotiate in good faith an increase in the Stipend amount. The Stipend is intended to prepay MDA’s expenses incurred in connection with the performance of the MDA Services. Such expenses will include staffing of MDA, rent and other out-of-pocket expenses related to performance of the MDA Services. The Stipend is not intended to prepay the cost of professional services of designers and marketing professionals, printing services, fees for online services, cost of media and advertisement or the cost of video production (if any) or legal fees, all of which will be paid directly by PW.

b. For any month in which PW has not paid the Stipend in full by the tenth day of the month, the amount of the Stipend for that month will increase. The increase for any month prior to the Funding Date will be Ten Thousand Dollars ($10,000); the increase after the Funding Date will be Twenty Thousand Dollars ($20,000). The additional Stipend amount is not a penalty, but represents a reasonable reimbursement of the costs that MDA will incur by reason of the shortfall in budget coverage. If PW fails on two occasions to pay the Stipend when due, then all amounts of the Stipend otherwise payable through the remaining Term of the Agreement will become immediately due and payable.

6. Compensation.

a. Revenue Fee. On the tenth day (or first business day thereafter) of each calendar month during the Term of this Agreement and during the two-year Tail Period, PW shall pay to MDA a cash fee (the “Revenue Fee”). The Revenue Fee shall equal ten percent (10%) of PW’s Net Revenue recorded during the preceding month.

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b. Products Fee. On the tenth day (or first business day thereafter) following any month in which PW sells one or more MDA Products, PW shall pay to MDA a cash fee (the “Products Fee”). The Products Fee shall equal fifty percent (50%) of PW’s gross revenue from the sale of MDA Products during the preceding month.

c. Audit Right. MDA, upon not less than fourteen days’ prior written notice, shall have the right to audit such books and records of PW as needed to determine the accuracy of the calculation of the Revenue Fee and the Products Fee. Such audit may not be conducted by MDA more than once in any six month period, except that if a Default (as defined below) is revealed by an audit or otherwise, then an audit may be conducted once in each three month period until three consecutive audits are conducted without discovery of a Default. The audit shall be conducted during normal business hours by a certified public accounting firm selected by MDA at its cost and reasonably acceptable to PW, provided that such accounting firm enters into a reasonable confidentiality agreement prior to commencing its initial audit hereunder. PW shall provide such accounting firm with access to all pertinent books and records and shall reasonably cooperate with such accounting firm’s efforts to conduct such audits. The accounting firm shall be directed to deliver its opinion to both Parties, and the opinion shall be binding upon both parties. A “Default” by PW shall be deemed to have occurred if there has been an underpayment of the aggregate amount due for the period being audited (which shall not exceed six consecutive months) of more than ten thousand dollars ($10,000). In the event of a Default by PW, PW shall reimburse MDA for the out-of-pocket costs (including accountants’ fees) incurred by MDA in connection with such audit.

7. Arbitration of Disputes. Any controversy, dispute, or claim between the Parties arising out of, in connection with, or in relation to the formation, negotiation, interpretation, performance or breach of this Agreement shall be submitted to JAMS, Inc. (hereafter, the “Arbitration Service”) and shall be settled exclusively by arbitration, before a single-member arbitration panel located in Erie County, New York. This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each Party, and, when acting within such capacity, any officer, director, member, employee or agent of each Party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. Arbitration shall be the exclusive remedy for determining any such dispute, whether in tort, contract or otherwise, regardless of its nature. Arbitration shall be governed by the Comprehensive Arbitration Rules and Procedures (or similar commercial arbitration rules) of the Arbitration Service.

8. Assignment. MDA may assign its rights and responsibilities under this Agreement to any entity in which all of the equity is owned by Todd Wier or members of his immediate family or trusts for the benefit of members of the Wier family. Except as set forth in the preceding sentence, neither this Agreement nor any right or responsibility under this Agreement may be assigned by a Party hereto without the written consent of the other Party.

9. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be the mailing addresses set forth on the first page of this Agreement or such email address of the Party as has been provided to other Party for this purpose, or at such other mailing address and/or email address as the recipient Party has specified by written notice given to the other Party at least three (3) business days prior to the effectiveness of such change.

10. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date recited above.

PLANET WEALTH, INC.		148 VENTURES LLC
By:	/s/ Lance Woodson	By:	/s/ Todd Wier
	Lance Woodson, Corporate Secretary		Todd Wier, Manager

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EX1A-6 MAT CTRCT

Exhibit 6.2

SALES AGENCY AGREEMENT

Contract Date: May 24, 2023

Parties:

“PW”	Planet Wealth, Inc., a Delaware corporation 1416 Sweet Home Road, Suite 9b, Amherst, NY 14228 Email: info@planetwealth.com
“Agent”	Chris Corica 1416 Sweet Home Road, Suite 9b, Amherst, NY 14228 Email: chris@planetwealth.com

Premises:

A. PW owns and operates the Planet Wealth^tm website, on which Users may obtain information and purchase services and goods relating to capital formation and investment.

B. PW has determined to engage independent sales agents as its marketing facility for a period ending no sooner than July 31, 2025, and is organizing a network of sales agents to attract Users to the Planet Wealth^tm website (the “Sales Agents”).

C. Agent wishes to serve as a Sales Agent for PW, and PW is willing to so engage Agent, on the terms and conditions set forth herein.

Agreement:

1. Definitions. As used herein, the following terms will have the following meanings:

a. “Attributable Net Revenue” means Net Revenue derived by PW from its delivery of goods or services to Commissionable Users.

b. “Attributed User” means a User whose entry of the Planet Wealth^tm website and registration as a User originated by a link from the website of Agent or whose registration as a User was otherwise primarily attributable to Agent’s influence.

c. “Commissionable User” means an Attributed User or a Derivative User or a Referred Agent User.

d. “Derivative User” means a User whom the PW Attributor identifies as having been introduced to PW by an Attributed User.

e. “Net Revenue” means gross revenue (measured on an accrual basis in accordance with generally accepted accounting principles) less discounts, refunds, and incremental cost of goods sold or services rendered.

f. “Products and Services” means products and services offered for sale by PW from time to time to assist a User in organizing a vehicle and documentation suitable for use in a securities offering or in carrying out an offering of securities. As of the Contract Date, Products and Services include PW LaunchPro, a suite of Turnkey Offerings, tools for developing a Form C and related offering materials for use in an offering of securities pursuant to Regulation Crowdfunding, KYC/AML services, transfer agent services and escrow services. Products and Services do not include any product or service provided in exchange for a commission or other form of success fee or fee contingent on the results of an offering.

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g. “PW Attributor” means the software system employed by PW as configured from time to time to identify and provide data regarding Commissionable Users.

h. “Referred Agent” means a sales agent introduced to PW by Agent pursuant to the criteria defined in Section 3 of this Agreement.

i. “Referred Agent User” means a User commissionable to a Referred Agent as an attributed user.

j. “Turnkey” means an interface available to some or all Users on the PW Website that enables a User to generate a set of documents suitable for use by the User in making an offering of securities under a specific exemption from the registration requirement in Section 5 of the Securities Act of 1933.

k. “Turnkey Vertical” means a Turnkey designed for Users intending to engage in a specific class of business.

l. “User” means an individual or entity that has registered with PW to acquire goods and/or services available for use or purchase on the Planet Wealth^tm website.

2. Association. PW hereby appoints Agent to serve as a Sales Agent. In that position, Agent will endeavor to persuade potential investors and/or potential issuers to register as Users (the “Agency Services”). In performing the Agency Services, Agent will comply with the following principles:

a. Accuracy. Agent shall not make any representation regarding the services or goods provided by PW that is not accurate in all material respects, and shall not promise or guarantee any specific result from use of PW Products or Services.

b. Sophistication. Agent shall not recommend that any person register as a User unless Agent reasonably believes that person has sufficient knowledge and experience concerning business and investment to enable the person to make reasonable and ethical decisions regarding use of the goods and services provided on the Planet Wealth^tm website.

c. Content. Agent shall use and deliver to prospects only such written content as has been prior-approved in writing by PW as to accuracy of content and by counsel for PW as to legality of content. The copyright for all written content created by Agent or under contract for Agent shall be retained by Agent regardless of the extent of editing by PW.

d. Disclosure. Agent shall disclose in writing to each prospective User that Agent is compensated by PW for referring prospective Users to PW. Such disclosure shall be made on such documents and in such a format that a reasonably careful viewer of the content provided by Agent will observe it.

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e. Regulations. Agent shall perform all services pursuant to this Agreement in compliance with all applicable laws, including the laws of the United States of America, the laws of any state within the United States with jurisdiction over Agent’s activities, and the laws of any other nation with jurisdiction over Agent’s activities. Without limiting the obligation imposed by the previous sentence, Agent will be specifically responsible for insuring that its Services meet the requirements set forth by the U.S. Federal Trade Commission in its “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (16 C.F.R. 225; commonly referred to as the Endorsement Guides).

f. Branding. Agent shall not identify the PW Products or Services by any brandname, tradename or trademark, other than those used by the Company in the marketing of the Planet Wealth^tm website.

g. Independence. Agent shall be an independent contractor, and not the employee, joint venturer, or partner of PW for any purposes whatsoever. Agent shall be solely responsible for payment of taxes related to the receipt of any compensation under this Agreement. Agent shall bear all costs and liabilities related to the conduct of its business, including the wages of any employees, the payment of appropriate compensation to its agents or contractors, and its expenses incurred in connection with performance under this Agreement, none of which expenses shall be the direct or indirect responsibility of PW.

3. Referred Agents. Agent is hereby authorized to solicit individuals and entities to serve as Sales Agents for PW. Upon receiving a prospect’s indication of interest in serving as a Sales Agent, Agent shall deliver to PW the contact information and a resume for the prospect. Agent shall not make any commitment with a prospect on behalf of PW; but PW shall have full discretion as to whether to appoint a prospect as a Sales Agent. A prospect will become a Referred Agent when PW and the prospect sign a Sales Agency Agreement.

4. Compensation.

a. Fee. On the tenth day (or first business day thereafter) of each month (a “Payment Date”), PW shall pay to Agent a cash fee (the “Fee”). The Fee shall be based upon the Attributable Net Revenue recorded during the preceding month and shall be determined in accordance with the following table, in which columns B and C show the percentage of Attributable Net Revenue payable to Agent with respect to Net Revenue yielded by each class of Users, Column “B” representing Attributed Users; Column “C” representing Derivative Users; and Column “D” representing Referred Agent Users:

	B			C			D
Attributable Net Revenue:		50	%		50	%		5	%

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b. Payment in Kind. By giving written notice at least five business days prior to any Payment Date, Agent may opt to receive up to fifty percent (50%) of the Fee payable on that Payment Date in shares of PW common stock. Agent’s written notice exercising the option shall include (i) the percentage of the Fee that Agent wishes to receive in kind and (ii) the In-Kind Price. The “In-Kind Price” by which the number of shares to be issued shall be measured will be the greater of (x) One Dollar ($1.00) per share or (y) if a public market for PW shares exists, the closing bid price on the date PW receives the notice. The Agent’s right to receive payment in kind pursuant to this paragraph 4(b) shall terminate on the Payment Date following the first anniversary of the Contract Date.

c. Rejected Orders. PW monitors User’s use of Products and Services for compliance with government regulations and PW’s policies. PW reserves the right to reject any User’s offer to purchase Products or Services, whether from non-compliance with regulations and policies or for any other reason. PW shall have no liability to Agent for Fee payments on account of a User’s offer to purchase Products or Services that is rejected by PW.

d. Credits and Refunds. In the event that PW has previously paid Agent a Fee on a sale to a User whose account is subsequently entitled to a credit or refund, an amount of the prior paid Fee proportionate to the credit or refund will be deducted from Agent’s outstanding or future accrued fees.

5. Records; Dispute Resolution.

a. Agent Website. Agent shall maintain one or more websites for the purpose of marketing Products and Services (the “Agent Website(s)”). Promptly after the execution of this Agreement, Agent will identify the Agent Website to PW, and Agent will cooperate with PW in embedding a link from Agent Website to the Planet Wealth^tm website suitable for the purposes described in this Section.

b. Attribution by PW. At all times during the Term of this Agreement, PW shall maintain the PW Attributor or an alternative technological method of identifying the website from which its Users access the Planet Wealth^tm website and register as Users, and shall aggregate Users that initially access and register on the Planet Wealth^tm website from any Agent Website. PW shall maintain the aforesaid records regarding each Commissionable User in readable form for no less than three years after the registration with PW of such User.

c. Attribution by Agent. At all times during the Term of this Agreement, Agent shall maintain a technological method of recording the use of a link from each Agent Website to the Planet Wealth^tm website. Agent shall maintain such records with respect to each Attributed User in readable form for no less than three years after the registration with PW of such User.

d. Commissionable Users List. Within thirty days after the Contract Date, PW shall create and install on its records system a Commissionable Users List, which shall identify Attributed Users, Derivative Users and Referred Agent Users by class on a real-time basis and record on a monthly basis Attributable Net Revenue derived from each Commissionable User. PW shall provide Agent 24/7 access to the Commissionable Users List, which shall include a comments function that will permit Agent to propose edits to the Attributed Users List. Within ten business days after each such proposal, PW shall accept or reject the proposal, failing which the proposal shall be deemed accepted on the eleventh day. Accepted proposals shall be integrated with the Commissionable Users List by PW on the first business date after which they are accepted.

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e. Dispute Resolution – Users. PW has designated ____________________ to serve as Arbiter of User Disputes (“AUD”). The AUD has no affiliation or business relationship with PW. If the AUD resigns, PW will appoint a replacement AUD, who shall have no affiliation with PW, and will notify Agent of the identity of the replacement AUD. Either Party may refer to the AUD for resolution any one or more disagreement(s) regarding the content of the Commissionable User List. The AUD shall solicit from the Parties such information as the AUD considers relevant to resolution of the dispute, and shall render a decision in writing delivered to, and binding upon, the Parties. The AUD shall designate a Party responsible for payment of the AUD’s compensation for each dispute or may determine that responsibility be shared by the Parties.

f. Arbitration of Disputes. Except as otherwise specifically provided in this Section 5, any controversy, dispute, or claim between the Parties arising out of, in connection with, or in relation to the formation, negotiation, interpretation, performance or breach of this Agreement shall be submitted to JAMS, Inc. (hereafter, the “Arbitration Service”) and shall be settled exclusively by arbitration, before a single-member arbitration panel. This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each Party, and, when acting within such capacity, any officer, director, member, employee or agent of each Party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. Arbitration shall be the exclusive remedy for determining any such dispute, whether in tort, contract or otherwise, regardless of its nature. Arbitration shall be governed by the Comprehensive Arbitration Rules and Procedures (or similar commercial arbitration rules) of the Arbitration Service.

6. PW Covenants.

a. Business Opportunity Turnkey. PW is developing a Business Opportunity Turnkey exclusively for use by PW’s sales agents. Agent shall be entitled to a single use of the components of the Business Opportunity Turnkey, free of charge. Said entitlement will terminate upon the termination of this Agreement.

b. Support. PW will provide Agent with such marketing materials as PW utilizes to market its Products and Services. PW will also make personnel available during normal business hours to consult with Agent regarding technical and financial feasibility of proposals and other matters related to use of PW’s Products and Services. PW will provide reasonable customer support to all Commissionable Users, both with respect to creation of offering materials and with respect to post-offering services provided by PW.

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c. Price List. Prior to the execution of this Agreement, PW delivered to Agent PW’s retail price list for Products and Services. PW agrees that it will not change any of the retail prices on the list without giving Agent sixty (60) days prior written notice of the change.

d. Reseller Site. PW shall provide Agent with design and development services provided by PW’s CIO for the purpose of building a website for use in Agent’s delivery of the Agency Services. The CIO shall provide no more than one hundred hours of services and shall deliver the services on a schedule that permits the CIO to fulfill his other obligations to PW on a timely basis.

e. Exclusive Markets. PW hereby grants Agent the exclusive right among PW’s Sales Agents to enter into joint marketing arrangements with franchisors and with franchise associations. PW shall also grant Agent such exclusive rights with respect to a second class of marketing organizations, which class PW and Agent shall determine. In the event that Agent develops Turnkey Verticals for use in one or both of its exclusive marketing arrangements, PW will reimburse Agent for all reasonable legal fees incurred.

7. Limited Warranties to Agent; Indemnification by PW.

a. PW warrants that the products offered for sale on the Planet Wealth^tm website will be free from material defect. However, PW’s sole obligation for any breach of this limited warranty shall be, in PW’s sole option, (a) to repair the defect or (b) to refund the purchase price. PW further warrants that (a) it is the owner of or has licenses in the technology utilized on the Planet Wealth^tm website, and (b) it is not aware of any third party patents or trademarks that would be infringed by the use of PW products by a User.

b. THE FOREGOING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY PW INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

c. PW will indemnify and hold Agent harmless from any third party claims arising from a breach of any of the foregoing warranties.

8. Assignment. Agent may assign its rights and responsibilities under this Agreement to any entity in which no less than two-thirds of the equity is owned by Agent or members of Agent’s immediate family or trusts for the benefit of members of Agent’s family, provided that Agent remains responsible for managing the entity. Except as set forth in the preceding sentence, neither this Agreement nor any right or responsibility under this Agreement may be assigned by a Party hereto without the written consent of the other Party.

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9. Protection of Business.

a. Confidential Information. Agent acknowledges that the following information, except to the extent that it is generally available to the public, is the property of PW, and Agent agrees that PW has a protectable interest in such “Confidential Information” as a result of PW’s investment in developing the information and the damage that disclosure would cause to PW’s business and competitive interests:

● PW’s member lists;

● Any database of information accumulated by PW;

● the contact information for the personnel of PW’s clients and contractors;

● the source code for PW’s Products and Services;

● PW’s financial condition;

● PW’s results of operations;

● PW’s plans for Products and Services; and

● PW’s plans for acquisitions, joint ventures, or other business alliances.

Therefore, Agent agrees that Agent shall not (during the Term of this Agreement or at any time within one year of the Termination Date of this Agreement) disclose, furnish or make accessible to any unauthorized person or use for his own or any third party’s purposes any Confidential Information without the consent of PW, unless and to the extent that the aforementioned matters: (a) become or are generally known to and available for use by the public other than as a result of the acts or omissions of Agent or any other person with an obligation for non-disclosure to PW, or (b) are required to be disclosed by judicial process or law (provided that Agent shall give prompt advance written notice of such requirement to PW to enable PW to seek an appropriate protective order or confidential treatment, to the extent such notification is not prohibited by law).

b. Non-Competition. As further protection of PW’s Confidential Information, Agent covenants that during the Term of this Agreement, Agent shall not provide services to or for the benefit of any Person that markets products or services that are competitive with Products or Services marketed by PW.

c. Independence of Agent Business. Except to the extent of duties arising from Agent’s covenants and undertakings in this Agreement, Agent will be independent of PW. In particular, and for the sake of clarity, PW acknowledges that PW shall be entitled to no share of any revenue derived from business transactions between Agent and Users, including business transactions ancillary to User’s registration as such.

10. Termination.

a. Either Party may terminate this Agreement at will by giving written notice to the other Party, except that PW may not terminate this Agreement without Cause prior to the second anniversary of the Contract Date. Written notice of termination given by Agent to PW shall be effective upon receipt. Written notice of termination given by PW to Agent shall be effective thirty (30) days after receipt by Agent.

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b. Either Party may terminate this Agreement in the event of a material breach of this Agreement (i.e. terminate for Cause) by notice to Agent setting forth the nature of the breach and a description of the facts underlying the breach sufficient to identify the breach. This Agreement shall terminate thirty (30) days from the date of Agent’s receipt of such notice unless the breach is cured within that period to the reasonable satisfaction of the non-breaching parties.

c. Termination of the Agreement with Cause shall terminate all rights and obligations hereunder except claims or causes of action that have accrued prior to the termination. Termination of the Agreement without Cause shall terminate all rights and obligations except (a) accrued claims or causes of action and (b) the right of Agent to receive and the obligation of PW to pay the Fee pursuant to Section 4 hereof, which shall continue for two years after the effective date of termination.

11. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be the mailing addresses set forth on the first page of this Agreement or such email address of the Party as has been provided to other Party for this purpose, or at such other mailing address and/or email address as the recipient Party has specified by written notice given to the other Party at least three (3) business days prior to the effectiveness of such change.

12. Governing Law; Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party irrevocably consents to the exclusive jurisdiction of any court within Erie County, New York (except for purposes of enforcing a judgment), including, federal courts with concurrent jurisdiction. Each Party waives any objection to venue or inconvenience of the forum in any such court.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date recited above.

PLANET WEALTH, INC.
By:	/s/ Lance Woodson	/s/ Chris Corica
	Lance Woodson, Corporate Secretary	CHRIS CORICA

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EX1A-6 MAT CTRCT

Exhibit 6.3

AMENDED & RESTATED

EMPLOYMENT AGREEMENT: LANCE WOODSON

This Amendment and Restatement (the “Agreement”), dated as of November 1, 2023 (the “Amended Effective Date”), of the Employment Agreement dated May 24, 2023 (the “Effective Date”) is entered into between Planet Wealth, Inc., a Delaware corporation (“Company”), and Lance Woodson, an individual (“Executive”). Company and Executive are sometimes each referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement are defined as they occur or in Section 10 hereof.

The Company and Executive are parties to the Employment Agreement dated as of the Effective Date, and wish to amend the Employment Agreement to reflect the appointment of Executive as Chief Executive Officer of the Company, with modifications to the relationship defined in the Employment Agreement appropriate to that position.

The Parties, therefore, hereby amend and restate the Employment Agreement as follows:

1. Termination of Prior Agreement. The Employment Agreement between Company and Executive dated July 16, 2021 is hereby terminated as of the Effective Date recited above. The Stock Option granted to Executive pursuant to the aforesaid Employment Agreement has vested in Executive the right to purchase 280,000 shares at $5.00 per share (adjusted to reflect the subsequent 1-for-10 reverse split). There shall be no further accruals.

2. Term. Subject to the possibility of earlier termination of this Agreement pursuant to Section 9 hereof, the initial term of this Agreement shall be for a period of three years, starting on the Effective Date (“Initial Term”). The Term shall automatically renew for up to two (2) additional one-year periods (“Subsequent Term(s)”) if neither Party terminates the Agreement pursuant to the provisions of the following sentence. If either Party gives notice to the other Party of the intent to terminate this Agreement at least sixty (60) days prior to the expiration of the Initial Term or any Subsequent Term, the Agreement shall terminate upon completion of the Initial Term or Subsequent Term, as appropriate.

3. Position and Duties.

(a) Position. The Company agrees to employ and the Executive agrees to serve in one or more executive positions within the Company. Initially and effective on the Effective Date, Executive shall be employed as the Company’s Chief Executive Officer and Secretary. Executive agrees to assume such other or additional executive positions within the Company as the Company’s Board of Directors (the “Board”) may reasonably request. Executive shall have all powers, duties, responsibilities and authority that are assigned by the Company Board, set forth in the Company’s Bylaws, or that are implicitly assigned to the offices assumed by the Executive by the General Corporation Law of the State of Delaware. Executive shall also maintain a position as a Member of the Board unless replaced by the Company’s shareholders.

(b) Time Commitment. The Executive shall devote his full-time efforts and services to the business and affairs of the Company and its subsidiaries, either formed or to be formed in the future. Nothing in this Section 3(b) shall prohibit the Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise, subject to prior approval of the Board, not to be unreasonably withheld; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or (E) performing advisory activities, provided, however, such activities are not in competition with the business and affairs of the Company or would tend to cast Executive or the Company in a negative light in the reasonable judgment of the Board.

(c) Location. Executive shall perform the services hereunder primarily at Executive’s own offices, and/or at locations of the Company as are mutually agreed upon by the Parties. From time to time, the Company may direct Executive to perform services at the Company’s executive headquarters on a temporary basis; provided that the Company shall reimburse Executive for all reasonable out-of-pocket expenses (including travel and housing) incurred by him in complying with such directives, subject to compliance with the provisions of Section 4(h) below. Executive shall travel as may reasonably be required by the business needs of the Company.

4. Compensation and Benefits.

(a) Salary. Commencing on the Amended Effective Date, on the first business day of each calendar month in the Term of this Agreement, the Company shall make a payment in advance of that month’s Salary to the Executive. Executive’s “Salary” shall be Fifteen Thousand Dollars ($15,000) per month. On and after the Step-Up Date, the Salary will increase to Twenty Thousand Dollars ($20,000) per month.

(b) Quarterly Bonus. After the first full fiscal quarter that commences after the Qualification Date, and after each fiscal quarter thereafter, the Executive shall be paid a quarterly bonus (the “Quarterly Bonus”) if the Bonus Criteria are met. The “Bonus Criteria” will be:

i. the Cash Floor existed as of no less than fifteen of the last twenty business days in the quarter (provided, however, that the Board may waive this criterion or reduce the number of days of compliance required as to any specific quarter(s);

ii. After accrual of the Quarterly Bonus as of the last day of the Quarter, the Cash Floor will exist on that last day; and

iii. Such other fiscal disciplines specifically identified by the Board as components of the Bonus Criteria are satisfied.

The Quarterly Bonus will be Twenty Two Thousand Five Hundred Dollars ($22,500) prior to the Step-Up Date. The Quarterly Bonus will be Thirty Thousand Dollars ($30,000) on and after the Step-Up Date.

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(c) Annual Bonus. Upon the completion of each full fiscal year commencing after the Qualification Date, the Board will assess the Executive’s compensation for the fiscal year and may award an Annual Bonus in such amount as the Board determines is appropriate to reward the Executive for his overall contribution to the growth of the Company. The maximum Annual Bonus prior to the Step-Up Date will be Ninety Thousand Dollars ($90,000). The maximum Annual Bonus on and after the Step-Up Date will be One Hundred Twenty Thousand Dollars ($120,000).

(d) Health Insurance. During the Term the Company will provide Executive and his immediate family with such health insurance policy as Executive will choose, with benefits up to and including Gold Level.

(e) Executive Benefits. Executive will be entitled to participate in all compensation or benefit plans or programs and receive all benefits and perquisites for which similarly situated executives of the Company generally are eligible under any plan or program established by the Company. These benefits may include but are not limited to dental, vision, and life insurance as well as participation in Company’s 401K plan and vacation time.

(f) Discount. Executive will be entitled to a fifty percent (50%) discount on the listed fee payable to utilize any of the services marketed by the Company on the Planet Wealth website. Executive may assign the discount to members of his immediate family or to an entity whose equity holders are members of his immediate family.

(g) Withholding. The Company shall deduct and withhold from compensation payable to Executive hereunder any and all amounts required to be deducted or withheld by the Company under the provisions of any statute, regulation, ordinance or order, and any and all amendments hereinafter enacted requiring the withholding or deducting from compensation payable to employees.

(h) Expense Reimbursement. The Company shall reimburse Executive for his reasonable out-of-pocket expenses incurred in connection with delivery of services hereunder. Reimbursement shall occur within five business days after Executive delivers documentary evidence of the expense. Prior to incurring any individual expense (including expenses such as travel that are a single expense with multiple elements) in excess of two thousand dollars ($2,000), Executive shall obtain written approval of the Chairman of the Company’s Board or such executive officer as the Chairman may appoint for this purpose.

(i) Vacation. During the Term, the Executive shall be entitled to accrue, on a monthly basis, twenty (20) paid vacation days per year, provided that Executive’s total accrued vacation shall not exceed thirty (30) days. Should Executive’s accrued vacation time reach thirty days, Executive will cease to accrue vacation until Executive’s accrued vacation time falls below that level. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company,

(j) Initial Stock Option. Effective on the Effective Date, the Company issued to the Executive an option for two million five hundred thousand (2,500,000) shares of the Company’s common stock, subject to a vesting schedule annexed to the Employment Agreement. That option and that vesting schedule shall remain in full force and effect, notwithstanding this amendment and restatement of the Employment Agreement.

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(k) Second Stock Option. The Company hereby grants to Executive an additional option to purchase up to three hundred eighty-five thousand (385,000) shares of the Company’s common stock for a price of Eighteen Cents ($0.18) per share, in the form annexed hereto as Appendix A. This second option shall be subject to vesting criteria as set forth in the annexed form. Executive hereby assigns the second option to the Woodson Family Trust Dated February 8, 2022, and directs the Company to issue the option to that entity.

5. Finder Fee. From time to time, Executive may introduce to the Company businesses or companies, including apps and influencers, that possess aggregated data regarding individuals who are potential users of the Company’s products and services (“Prospects”). If Executive determines that a Prospect may desire to enter into an arrangement with the Company aimed at mutual utilization fo the Prospect’s database by way of merger or license or joint venture, etc. (a “Transaction”), Executive shall identify a Prospect as such in writing given to the Company and the Company will have five business days following receipt of such a writing to provide to Executive substantial evidence that the Company already has (or had within the preceding five months) a substantive relationship with the Prospect. If no such evidence is timely provided, and the Company completes a Transaction with the Prospect, then the Company will pay or issue in kind to Executive a finder fee equal to six percent (6%) of the consideration given by the Company for access to the database.

6. Confidential Information. Executive acknowledges that the following information, except to the extent that it is generally available to the public, is the property of Company or its applicable Affiliates, as the case may be, and Executive agrees that Company or its Affiliates has a protectable interest in such “Confidential Information” as a result of the Company’s investment in developing the information and the damage that disclosure would cause to the Company’s business and competitive interests:

● the Company’s member lists;

● any database of information accumulated by the Company;

● the contact information for the personnel of the Company’s clients and contractors;

● the source code for the Company’s products and services;

● the Company’s financial condition;

● the Company’s results of operations;

● the Company’s plans for products and services; and

● the Company’s plans for acquisitions, joint ventures, or other business alliances.

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Therefore, Executive agrees that he shall not (during the Term of this Agreement or at any time within one year of the termination of this Agreement) disclose, furnish or make accessible to any unauthorized person or use for his own or any third party’s purposes any Confidential Information without the consent of Company or its Affiliates, unless and to the extent that the aforementioned matters: (a) become or are generally known to and available for use by the public other than as a result of the acts or omissions of Executive or any other person with an obligation for non-disclosure to Company or any such Affiliate, or (b) are required to be disclosed by judicial process or law (provided that Executive shall give prompt advance written notice of such requirement to Company to enable Company or its Affiliates to seek an appropriate protective order or confidential treatment, to the extent such notification is not prohibited by law). The provisions of this Section 6 shall survive the termination or expiration of Executive’s provision of services to Company and this Agreement, irrespective of the reason therefor.

7. Work Product.

(a) Except as otherwise provided in written agreement between Executive and the Company, Executive shall retain all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to practice, developed or made by Executive prior to his initial affiliation with the Company in May 2018 (“Executive’s Inventions”).

(b) Executive shall assign to Company all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that (x) are conceived, reduced to practice, developed or made by Executive since April 30, 2018 and during the Term of this Agreement, and (y) either: (i) relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company (“Company IP”).

(c) To the extent necessary, each Party shall perform all actions reasonably requested by the other Party (whether during or after the Term of this Agreement) to establish and confirm either Party’s ownership of Executive’s Inventions or Company IP, as applicable (including, without limitation, executing and delivering assignments, consents, powers of attorney, applications and other instruments).

(d) The provisions of this Section 7 shall survive the termination or expiration of this Agreement.

8. Enforcement. The terms and provisions of the covenants contained in Sections 6 and 7 herein are intended to be separate and divisible provisions and if, for any reason, any one or more of the sections are held to be invalid or unenforceable, in whole or in part, the validity or the enforceability of any other provision of this Agreement shall not thereby be affected. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) contained in Sections 6 and 7, then such unenforceable covenants (or any such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.

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9. Termination

(a) Termination by the Company for Cause or Resignation without Good Reason.

(i) The Company will have the right to terminate Executive’s employment under this Agreement for Cause upon thirty (30) days prior written notice to Executive. In the event that the Company has afforded the Executive a cure period as described in Section 10, the notice period to Executive may, at the option of the Board, run concurrent with the cure period.

(ii) If Executive is terminated For Cause, or if he resigns his position without Good Reason, then: (A) all of his rights and benefits under this Agreement shall thereupon terminate and his employment shall be deemed terminated on the date of such termination or resignation (a “Termination Date”); (B) he shall be entitled to all accrued Salary, vested options, rights, payments and benefits earned, vested or paid on or before such date under the Company’s plans and programs, but unvested Stock Options granted to Executive by the Company pursuant to this Agreement or any Company stock option plan (“Company Stock Options”) will be deemed terminated; (C) his right to exercise vested Company Stock Options will expire 90 days from the date of such termination or resignation, and all stock options not so exercised will be deemed terminated at the conclusion of said 90 day period; (D) the Company shall compensate Executive for all accrued but unused vacation earned by Executive through the Termination Date and all unreimbursed expenses incurred by Executive prior to the Termination Date, and (E) his right to indemnification under the Company’s charter and bylaws will continue in force.

(b) Termination without Cause or for Good Reason. Commencing twelve months after the Effective Date, the Board reserves the right to terminate Executive from his then current position without Cause at any time upon at least two (2) weeks prior written notice of the final date of employment (a “Termination Date”). Upon Executive’s termination without Cause or resignation from his position for Good Reason:

(i) Executive will be entitled to continuation of his salary pursuant to Section 4(a) hereof for a period equal to the remaining term under this Agreement (the “Transition Period”);

(ii) Executive will be entitled to continuation of his benefits, as in effect immediately prior to the Termination Date, for the duration of the Transition Period;

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(iii) Executive’s Company Stock Options will vest on the Termination Date pursuant to this Section 9(b); and

(iv) Executive shall be entitled: (A) to all accrued but unpaid Salary and Bonus earned through the Termination Date, (B) accrued but unused vacation earned by Executive prior to the Termination Date, and (C) all unreimbursed expenses incurred by Executive prior to the Termination Date.

(c) Termination by Death of Executive. If Executive dies during the Term, the Company will pay to such Person or Persons as Executive may designate in writing or, in the absence of such designation, to the estate of Executive, the sum of (i) accrued but unpaid Salary and Bonus earned prior to Executive’s death, (ii) compensation for accrued but unused vacation earned prior to Executive’s death, (iii) all unreimbursed expenses incurred by Executive prior to his death, and (iv) all benefits they are entitled to under the terms of the Company’s benefit plans and programs by reason of a participant’s death during active employment, including applicable rights and benefits under the Company’s equity plans. Notwithstanding anything to the contrary contained in the Company’s equity plan documents or in this Agreement, upon Executive’s death one hundred percent (100%) of Executive’s unvested Company Stock Options, if any, will vest.

(d) Termination for Disability. The Company will have the right to terminate Executive’s employment under this Agreement at any time upon the Disability of Executive during the Term. If Executive’s employment is terminated because of Executive’s Disability, the Company will pay to Executive the sum of (i) accrued but unpaid Salary earned prior to Executive’s Disability, (ii) accrued but unused vacation earned by Executive prior to Executive’s Disability and (iii) all unreimbursed expenses incurred by Executive prior to his Disability. Notwithstanding such termination of employment, the Company shall continue to provide to Executive the benefits of those Company plans under which Executive qualifies until the earlier of (x) expiration of the remaining Term under this Agreement or (y) eighteen months after the Termination Date.

10. Definitions.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person, or any Person owning or controlling ten percent or more of Company.

“Cause” means (i) the willful failure of Executive to perform substantially Executive’s duties with the Company or to follow a lawful reasonable directive from the Board (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or to follow a lawful reasonable directive and Executive is given a reasonable opportunity (not to exceed thirty (30) days) to cure any such failure to substantially perform, if curable; or (ii) (A) any willful act of fraud, or embezzlement or theft by Executive, in each case, in connection with Executive’s duties hereunder or in the course of Executive’s employment hereunder or (B) Executive’s admission in any court, or conviction of, a felony involving moral turpitude, fraud, or embezzlement, theft or misrepresentation and occurring after the Effective Date. For the avoidance of doubt, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

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“Cash Floor” means that (a) the sum of the Company’s unrestricted cash plus cash equivalents plus other liquid assets exceeds (b) the sum of One Million Dollars ($1,000,000) plus the Company’s accounts receivable and accrued expenses.

“Cash Floor Threshold” means that at the close of business on a business day the Company, on a consolidated basis, has achieved the Cash Floor.

“Disability” means a physical or mental incapacity as a result of which Executive becomes unable to continue to perform fully his duties under this Agreement for 90 consecutive calendar days or for shorter periods aggregating 90 or more days in any 12-month period or upon the determination by a physician selected by the Company on account of Executive’s mental or physical incapacity that Executive will be unable to return to work and perform his duties on a full-time basis within 90 calendar days following the date of such determination.

“Good Reason”: means, without Executive’s express written consent, the occurrence of any of the following circumstances if such circumstances are not fully corrected within ten Business Days after written notice specifying the circumstances is given by Executive to the Company:

(i) The requirement that, after the Effective Date, the Executive report to anyone other than the Board or the Chief Executive Officer (if other than Executive); or

(ii) The failure by the Company to pay to the Executive any material portion of his compensation, except pursuant to a compensation deferral elected by the Executive.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

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“Qualification Date” means the first date when an Offering Circular filed by the Company pursuant to SEC Regulation A is declared qualified.

“Step-Up Date” means the first business day of the calendar month immediately following the first calendar month in which (A) ninety days have passed after the Qualification Date and (b) the Cash Floor Threshhold has been achieved.

11. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid) or sent via electronic mail to the recipient at the address below indicated:

To Company:

Planet Wealth, Inc.

1416 Sweet Home Road, Suite 9b

Amherst, NY 14229

info@planetwealth.com with copy to any Planet Wealth officer

To Executive:

Lance Woodson

300 NW B Street, Suite 1

Bentonville, AR 72712

lwoodson@planetwealth.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when personally delivered, one (1) business day after sent by reputable overnight courier service, five (5) calendar days after deposit in the U.S. mail (or when actually received, if earlier), or at such time as it is transmitted via electronic mail, with receipt confirmed.

12. General Provisions

(a) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together shall constitute one and the same agreement.

(b) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, Company, and their respective successors and assigns, including any entity with which Company may merge or consolidate or to which all or substantially all of its assets may be transferred; provided, that the rights and obligations of Executive under this Agreement shall not be assignable, except that the stock option is assignable after it has vested.

(c) Governing Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party irrevocably consents to the exclusive jurisdiction of any court within Erie County, New York (except for purposes of enforcing a judgment), including, federal courts with concurrent jurisdiction. Each Party waives any objection to venue or inconvenience of the forum in any such court.

(The remainder of this page is intentionally blank.)

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IN WITNESS WHEREOF, the Parties hereto have executed this Amended and Restated Agreement on the date last written below.

PLANET WEALTH, INC.		EXECUTIVE
By:	/s/ Craig Weiss	/s/ Lance Woodson
	Craig Weiss, Chairman	Lance Woodson
Date: November 28, 2023		Date: November 28, 2023

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APPENDIX A

COMMON STOCK PURCHASE OPTION

PLANET WEALTH, INC.

Option Holder: Woodson Family Trust Dated February 8, 2022

Option Shares: 385,000	Grant Date: November 1, 2023
Vesting Dates: Cf. §§1(b) and (c) below	Expiration Date: Cf. §1(b) below
Exercise Price: $0.18 (subject to adjustment)

THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, the Option Holder specified above (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Vesting Dates specified above and on or prior to the close of business on the Expiration Date specified above, to subscribe for and purchase from Planet Wealth, Inc., a Delaware corporation (the “Company”), up to the number of Option Shares of Common Stock with respect to which the Option has vested.

The Company is granting this Option to the Holder at the request of Lance Woodson as an inducement to continued services of professional quality by Lance Woodson to the Company. The current relationship between Lance Woodson and the Company is set forth in the Amended and Restated Employment Agreement between the Company and Lance Woodson dated as of the Grant Date (the “Employment Agreement”).

Section 1. Exercise.

a) Exercise Period. This Option will be exercisable, to the extent it is vested, during the period (the “Exercise Period”) commencing on the Grant Date and ending on the Expiration Date.

b) Vesting by Service. The last day of the first seven calendar months during the Initial Term of the Employment Agreement, commencing on the Effective Date, shall be a “Vesting Date”. Accordingly, the Option will vest for Two Hundred Seventy-Five Thousand (275,000) shares on the Amended Effective Date and will vest for the purchase of Fifty-Five Thousand (55,000) shares on November 30, 2023 and December 31, 2023 Vesting will occur on a Vesting Date, however, only if (a) on the said Vesting Date the Employment Agreement has not terminated, (b) Lance Woodson was, on the majority of the days in the applicable month, the only executive officer of the Company ranked executive vice president or higher, and (c) such fiscal disciplines specifically identified by the Board from time to time as criteria for vesting have been satisfied. In addition, in the event that Lance Woodson terminates the Employment Agreement for Good Reason, then the effective date of such termination shall be a Vesting Date on which any unvested portion of the Option shall vest.

c) Vesting by Event. The entire unvested portion of the Option will vest on the occurrence of Lance Woodson’s death or any of the following events during the Term of the Employment Agreement: any merger or consolidation in which the Company is not the surviving entity for accounting purposes, a sale of substantially all of the assets of the Company, or a transfer of ownership in a single or related transaction of sixty percent (60%) or more by voting power of the outstanding voting shares.

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d) Expiration Date. The “Expiration Date” of the Option shall be the earlier of (A) the first anniversary of the date on which Lance Woodson’s employment by the Company terminates or (B) sixty days after the date on which Lance Woodson’s employment by the Company terminates, if the Company terminates the Employment Agreement for Cause (as defined therein) or (C) October 31, 2026.

e) Exercise of Option. Exercise of the purchase rights represented by this Option may be made, in whole or in part, at any time or times during the Exercise Period by delivery to the Company at its executive offices of a duly executed copy of the Notice of Exercise Form annexed hereto; and, if the Holder opts to make cash payment, within 3 business days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check or otherwise by agreement with the Company. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Option to the Company until the Holder has purchased all of the Option Shares potentially available hereunder and the Option has been exercised in full, in which case, the Holder shall surrender this Option to the Company for cancellation within 3 business days of the date the final Notice of Exercise is delivered to the Company.

f) Exercise Price. The exercise price per share of the Common Stock under this Option shall be the Exercise Price specified above, subject to adjustment hereunder (the “Exercise Price”).

g) Cashless Exercise. If there is a Market Value (as defined below) for the Common Stock, then in lieu of cash payment, the Option may be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Option Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	=	the Market Value on the day immediately preceding delivery of the Notice of Exercise;
(B)	=	Exercise Price of this Option; and
(X)	=	the number of Option Shares issuable upon exercise of this Option in accordance with the terms of this Option by means of a cash exercise rather than a cashless exercise.

The “Market Value” for this purpose shall be, in the order of priority:

i. If there is quoted on any securities market a bid price for the common stock, the Market Value will be the average of the closing bid prices for the five trading days preceding the delivery of the Notice of Exercise.

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ii. If there is no bid price quoted, the Market Value shall be the cash-equivalent price per share in the most recent arms-length sale of stock for cash or assets by the Company, provided (A) such sale closed no more than 12 months prior to the delivery of the Notice of Exercise or (B) such sale is contemplated by a contract binding upon the Company at the time of delivery of the Notice of Exercise.

iii. If neither of the aforesaid criteria determines a Market Value, then the Exercise Price must be paid in cash.

h) Mechanics of Exercise.

i. Delivery of Certificates Upon Exercise. Certificates (or security tokens, if appropriate) for shares purchased hereunder shall be transmitted by the Issuer to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within 5 business days from the delivery to the Company of the Notice of Exercise Form, surrender of this Option (if required) and payment of the aggregate Exercise Price as set forth above (the “Option Share Delivery Date”). This Option shall be deemed to have been exercised on the date the Exercise Price or notice of cashless exercise is received by the Company. The Option Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Option has been exercised by payment to the Company of the Exercise Price (or by cashless exercise).

ii. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Option. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

iii. Charges, Taxes and Expenses. Issuance of certificates for Option Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder.

Section 2. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Option is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Option shall be proportionately adjusted such that the aggregate Exercise Price of this Option shall remain unchanged.

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b) Fundamental Transaction. If, at any time while this Option is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Option, the Holder shall have the right to receive, for each Option Share that would have been issuable in the absence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such merger, consolidation or disposition of assets by a holder of a share of Common Stock immediately prior to such event. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new option consistent with the foregoing provisions.

c) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or options to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be emailed to the Holder at its last email address as it shall appear upon the records of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or options, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or options are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice or any defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified in such notice.

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Section 3. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Option does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

b) Restrictions. The Holder acknowledges that the Option Shares acquired upon the exercise of this Option, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

c) Person Defined. As used herein, the term “Person” means a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity.

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IN WITNESS WHEREOF, the Company has caused this Option to be executed by its officer thereunto duly authorized as of the date first above indicated.

PLANET WEALTH, INC.
By:
	Name:	Craig Weiss
	Title:	Chairman of the Board

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NOTICE OF EXERCISE

To: PLANET WEALTH, INC.

(1) The undersigned hereby elects to purchase ____________ Option Shares of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the exercise price in full.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cancellation of such number of Option Shares as is necessary, in accordance with the formula set forth in subsection 1(g), to exercise this Option with respect to the maximum number of Option Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(g).

Market Value Per Share: ________________________

Holder determines the Market Value on the basis of the following evidence:

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

(3) Please issue a certificate or certificates representing said Option Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Option Shares shall be delivered by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

SIGNATURE OF HOLDER: ___________________________________________________________

Name of Holder: _____________________________________________________________________

Date: ______________________________________________________________________________

EX1A-11 CONSENT

Exhibit 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Offering Statement of Planet Wealth, Inc. on Form 1-A of our report dated August 17, 2023 relating to the financial statements of Planet Wealth, Inc. as of February 28, 2023 and February 28, 2022 appearing in the Offering Statement, and to the reference to us under the heading “Experts” in such Offering Statement.

/s/ Prager Metis CPA’s LLC

Hackensack, New Jersey

November 29, 2023