PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

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 any 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 our 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.

SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2017

PRELIMINARY OFFERING CIRCULAR

Worthy Peer Capital, Inc.

Worthy Bonds

MAXIMUM OFFERING: $50,000,000

MINIMUM OFFERING: $0

Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “we,” or “us”), is an early stage company which intends to provide (i) loans to manufacturers, wholesalers and retailers secured by inventory; (ii) retail inventory financing, and (iii) purchase order financing. The proceeds of this offering will be used primarily to fund loans but also for general corporate purposes, including the costs of this offering.

The Company will offer and sell on a continuous basis, its Worthy Bonds described in this offering circular. This offering circular describes some of the general terms that may apply to the Worthy Bonds and the general manner in which they may be offered and follows the Form 1-A disclosure format.

The Worthy Bonds will:

For more information on the Worthy Bonds being offered, please see the section entitled “Securities Being Offered” beginning on page 19 of this offering circular. The aggregate initial offering price of the Worthy Bonds will not exceed $50,000,000 in any 12-month period, and there will be no minimum offering.

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

We intend to offer the Worthy Bonds in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthybonds.com. At the present time, we do not anticipate using any underwriters to offer our securities.

We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows it users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Bonds. The “users” as described below may also use additional funds to purchase Worthy Bonds. The Worthy App is initially targeted to the millennials and to hourly employees, veterans, municipal employees and others. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.

We were incorporated in Delaware in June 2016, and our principal address is 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida 33431. Our phone number is (561) 504-4299.

Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 5 of this offering circular about the risks you should consider before investing.

The approximate date of the proposed sale to the public will be within two calendar days from the date on which the offering is qualified and on a continuous basis thereafter until the Maximum Notes are sold. The minimum purchase is $10.00 and funds received will not be placed in escrow. All offering expenses will be borne by the Company.

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.

This offering circular is following the disclosure format of Part I of SEC Form S-1.

Table of Contents

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OFFERING CIRCULAR SUMMARY

This summary highlights information contained in this offering circular and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire offering circular, including our financial statements and the related notes thereto and the information in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our fiscal year ends December 31.

Unless the context otherwise requires, we use the terms “Worthy Peer Capital,” “Company,” “we,” “us” and “our” in this offering circular to refer to Worthy Peer Capital, Inc.

Business Overview

We are an early-stage company, which intends to provide (i) loans to manufacturers, wholesalers and retailers secured by inventory, (ii) retail inventory financing, and (iii) purchase order financing. We will also provide access to services such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.

Worthy Peer Capital Website

We intend to operate one online website: www.worthybonds.com to offer our Worthy Bonds. The Worthy Bonds, as more fully described in this offering circular are fully recourse to us, regardless of payments received from any borrower. The Worthy Note investors will not be given individualized credit risk data on the borrowers, in order to avoid the misperception that they are investing directly in any borrowers.

Prospective Worthy Bonds investors will create a username and password, and indicate agreement to our terms and conditions and privacy policy.

The following features are available to participants in the Worthy Bonds program through our website:

Proceeds from the Worthy Bonds contemplated in this offering will be used for the purposes described above as well as for general corporate purposes, including the costs of this offering, but Worthy Bonds are not dependent upon any particular loan and remain at all times the general obligations of the Company. Final decision on use of proceeds allocations will be made by management.

Competitive Strengths

We believe we benefit from the following competitive strengths compared to our competitors:

We are part of the Worthy community. The Worthy App is targeted to the millennials who are part of the fastest growing segment of our population. They have a basic distrust of traditional banking institutions yet they have a need to accumulate assets for retirement or otherwise. This Worthy App provides for a savings and investing alternative for the millennials as well as access to other services, which may appeal to millennials, such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.

Sales independent of the Worthy App.  Investors may subscribe for Worthy Bonds directly from us and do not need to rely on the Worthy App.

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We are part of the fast-growing online lending industry. Alternative lenders often provide a more appealing financing option to small businesses as they are usually more flexible than larger financial institutions on loan repayment terms and often approve loans much faster than banks.  For example, online “peer-to-peer” lending website uses technology to meet market demand where traditional bank and institutional financing has become more difficult to obtain. Lenders often have significant cost advantages over banks, including lower overhead and the absence of branch offices and extensive sales forces. These efficiencies often make it easier for nonbanks to originate loans to borrowers whose options online were traditionally limited to banks.

We focus on an underserved banking sector. Due to higher costs, we believe that banks cannot profitably serve the small business lending market for commercial loans below $100,000. Indeed, traditional banks have been exiting the small business loan market for over a decade. We believe our underwriting model and borrower acquisition strategy enable us to profitably participate in loans at these levels.

Strategy

We will pursue the following strategies:

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 4. These risks include, but are not limited to the following:

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Our Company

We were incorporated in Delaware in June 2016. Our principal address is 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida 33431. Our phone number is (561) 504-4299. Our website is www.worthybonds.com. We are a wholly owned subsidiary of Worthy Financial Inc., a Delaware corporation (“WFI”). The principal address and telephone number of WFI is the same as that of the Company. Neither we nor WFI had any revenues during 2016 or the first two quarters of 2017. The amount of assets and equity for each of WFI and this Company is nominal.

Except for this offering circular and our other public filings with the SEC pursuant to the requirements of SEC Regulation A, information found on, or accessible through, our website is not a part of, and is not incorporated into, this offering circular, and you should not consider it part of this offering circular. For more information, please see our filings on www.sec.gov.

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THE OFFERING

———————

¹ If put is for more than $50,000, holder must give us thirty day prior written notice.

² We are a wholly owned subsidiary of WFI and WFI has 1,184,106 shares outstanding.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest, you should consider carefully the risks and uncertainties described below, our financial statements and related notes, and all of the other information in this offering circular. If any of the following risks actually occurs, our business, financial condition, results of operations, and prospects could be adversely affected. As a result, the value of our securities could decline, and you could lose part or all of your investment.

Risks Related to Our Industry

The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.

Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely affect our ability to operate in the manner in which we intend to conduct business or make it more difficult or costly for us to participate in or otherwise make loans. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to participate in and perform our obligations to investors and other constituents.

The initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation. We cannot assure you that such claims will not be asserted against us in the future.

Worsening economic conditions may result in decreased demand for loans, cause borrowers’ default rates to increase, and harm our operating results.

Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism, and catastrophes.

Our borrowers are individuals and small businesses. Accordingly, our borrowers have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for loans by potential borrowers or higher default rates by borrowers.

There can be no assurance that economic conditions will remain favorable for our business or that demand for loans in which we participate or default rates by borrowers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenue, while increased default rates by borrowers may inhibit our access to capital and negatively impact our profitability. Further, if an insufficient number of qualified individuals and small businesses apply for loans, our growth and revenue would be negatively impacted.

Competition for employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled personnel, especially data analytics personnel, is extremely intense, and we could face difficulty identifying and hiring qualified individuals in many areas of our business. We may not be able to hire and retain such personnel. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we intend to invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve borrowers could diminish, resulting in a material adverse effect on our business. We currently have no full time employees. However, management and staffing are presently provided by our parent company at no cost to us.

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Risks Related to Our Company

We are an early-stage startup with no operating history, and we may never become profitable.

We do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we will not be able to attract investment, compete, or maintain operations.

Our auditors have raised substantial doubt about our ability to continue as a growing concern.

Our auditors have raised substantial doubt about our ability to continue as a growing concern. No assurances can be given that the Company will achieve success in selling its Worthy Bonds.

We have a limited operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.

If the information provided by borrowers is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan, and our operating results may be harmed.

Our loan participation or loan decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, we may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component of our underwriting process, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business, and operating results.

Our risk management efforts may not be effective.

We could incur substantial losses, and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the risk profile of such borrowers could be higher than anticipated. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future.

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We will rely on various referral sources and other borrower lead generation sources, including lending platforms.

Unlike banks and other larger competitors with significant resources, we intend to rely on our smaller-scale marketing efforts, affinity groups, partners, and loan referral services to acquire borrowers. We do not have exclusive rights to referral services, and we cannot control which loans or the volume of loans we are sent. In addition, our competitors may enter into exclusive or reciprocal arrangements with their own referral services, which might significantly reduce the number of borrowers we are referred. Any significant reduction in borrower referrals could have an adverse impact on our loan volume, which will have a correspondingly adverse impact on our operations and our company.

Our loans may be unsecured obligations of our borrowers.

We believe that some of our loans will be unsecured obligations of the borrowers. This means that, for those loans, we will not be able to foreclose on any assets of our borrowers in the event that they default. This limits our recourse in the event of a default. We may also attract borrowers who have fewer assets and may be engaged in less developed businesses than our peers. If we are unable to access collateral on our loans that default, our results of operations may be adversely impacted.

We will face increasing competition and, if we do not compete effectively, our operating results could be harmed.

We compete with other companies that lend to individuals and small businesses. These companies include traditional banks, merchant cash advance providers, and newer, technology-enabled lenders. In addition, other technology companies that lend primarily to individual consumers, such as Lending Club and Prosper Marketplace, have already begun to focus, or may in the future focus, their efforts on lending to small businesses.

Many of these competitors have significantly more resources and greater brand recognition than we do and may be able to attract borrowers more effectively than we do.

When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to explore new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges. Further, to the extent that the fees we pay to our strategic partners and borrower referral sources are not competitive with those paid by our competitors, whether on new loans or renewals or both, these partners and sources may choose to direct their business elsewhere. All of the foregoing could adversely affect our business, results of operations, financial condition, and future growth.

The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or differing views of personal privacy rights.

We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Worthy Bonds and services. There are federal, state, and foreign laws regarding privacy, recording telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our business.

The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with other binding laws or with our current policies and practices. If either we or our third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.

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We are reliant on the efforts of Sally Outlaw, Andrew Rachmell and Alan Jacobs.

We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our executive officers, Sally Outlaw, our Chief Executive Officer, Andrew Rachmell, our Director of Business Development and Alan Jacobs, our Chief Operating Officer. Ms. Outlaw, Mr. Jacobs and Mr. Rachmell have expertise that could not be easily replaced if we were to lose any or all of their services.

The nature of our business may subject us to regulation as an investment company pursuant to the Investment Company Act of 1940.

We believe that we fall within the exception of an investment company provided by Section 3(c)(5)(A) and/or Section 3(c)(5)(B) of the Investment Company Act of 1940. Section 3(c)(5)(A) provides an exemption for a company that is primarily engaged in purchasing or otherwise acquiring notes representing part or all of the sales price of merchandise and/or services. Section 3(c)(5)(B) provides an exemption for a company that is primarily engaged in making loans to manufacturers, wholesalers and retailers of and to prospective purchasers of specified merchandise and/or services. If for any reason we fail to meet the requirements of the exemptions provided by Section 3(c)(5)(A) or 3(c)(5)(B) we will be required to register as an investment company, which could materially and adversely affect our proposed plan of business.

Compliance with Regulation A and reporting to the SEC could be costly.

Compliance with Regulation A could be costly and requires legal and accounting expertise. Because the new rules implementing Title IV of the Jumpstart Our Business Startups Act of 2012 took effect in June 2015, we have no experience complying with the new provisions of Regulation A or making the public filings required by the rule. Besides qualifying this Form 1-A, we must file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.

Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.

Risks Related to Worthy Bonds

Holders of Worthy Bonds are exposed to the credit risk of the Company.

Worthy Bonds are our full and unconditional obligations. If we are unable to make payments required by the terms of the notes, you will have an unsecured claim against us. Worthy Bonds are therefore subject to non-payment by the Company in the event of our bankruptcy or insolvency. In an insolvency proceeding, there can be no assurances that you will recover any remaining funds. Moreover, your claim may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.

There is no public market for Worthy Bonds, and none is expected to develop.

Worthy Bonds are newly issued securities. Although under Regulation A the securities are not restricted, Worthy Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Worthy Bonds, and we do not intend to list Worthy Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Worthy Bonds through their maturity dates as Worthy Bonds are expected to be highly illiquid investments.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. The forward-looking statements are contained principally in “Offering Circular Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Business.” Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in “Risk Factors” and elsewhere in this offering circular. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this offering circular. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this offering circular. You should read this offering circular and the documents that we have filed as exhibits to the Form 1-A of which this offering circular is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement made by us in this offering circular speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

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USE OF PROCEEDS

If we sell $50,000,000 of gross proceeds from the sale of our securities under this offering circular, we estimate our net proceeds, after deducting estimated commissions and expenses, will be approximately $49,950,000, assuming our expenses are $50,000 for such offerings. We intend to use approximately 95% of the proceeds from this offering to fund loans and approximately 5% of the proceeds for general corporate purposes.

General corporate purposes might be, but are not limited to, the costs of this offering, including our legal and accounting expenses, rent, utilities, computer hardware and software and promotion and marketing. Our management has sole discretion regarding the use of proceeds from the sale of Worthy Bonds. Until we have adequate working capital we do not intend to use any of the proceeds to compensate or otherwise make payments to our officers, directors or subsidiaries.

Pending use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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BUSINESS

Background

The Company is a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), a Delaware corporation, which was organized in February 2016 by Sally Outlaw, our President and CEO. Ms. Outlaw is a leading crowd funding strategist and a Registered Investment Advisor.

WFI was organized to create a “Worthy Community” which we are initially targeting to the millennials who are surpassing the baby boomers as the nation’s largest living generation. Management believes that this demographic in large part has a basic distrust of old guard financial institutions, is burdened by student loans and other debt, change employment frequently and is unable to save money and/or fund a retirement program. At the same time there are two rapidly growing trends – peer financing and robo investing.

WFI has developed a mobile app, the Worthy App, for members of its potentially targeted community, which management believes to be is approximately 74,000,000 millennials, who spend more than $600 billion per year. The Worthy App seeks to monetize debit card, checking account linked credit card purchases and other checking account transactions by rounding up the purchase to the next whole dollar amount, which the member can thereafter use to purchase the Worthy Bonds being offered by this offering circular.

Procedurally, Worthy members download the “App” and simply link their debit card or credit card to the App. Every time the member shops or completes any checking account transaction, the App automatically rounds up their purchase to the next dollar, sets aside the spare change and then permits the member to use it to invest in the Worthy Bonds. The member’s bank accounts are monitored and the money is transferred via ACH once the round up amounts reaches $10.00. Members using this App can also make one time or recurring contributions (the “Contributions”) to buy Worthy Bonds. Direct sales of the Worthy Bonds may also be made independent of the Worthy App.

Through the Worthy App and our website we will also provide access to services, which will be attractive to the Worthy Community and others, such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), small business loans, student loans, auto loans, student loan refinancing and debt counseling. Referral fees will be paid to WFI and shared with us. Worthy has established a Worthy Referral Partner List of Lenders, which includes:

In addition to the millennials, we may also seek to establish strategic relationships with local and national companies to incorporate our services to the benefits it provides to its hourly employees, borrowers and users, as well as veterans and municipal employees and colleges and university alumni associations.

Worthy Website

We intend to operate one website: www.worthybonds.com. Prospective Worthy Bonds investors will create a username and password, and indicate agreement to our terms and conditions and privacy policy.

The following features are available to participants in the Worthy Bonds program through our website:

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Proceeds from the Worthy Bonds contemplated in this offering will be used to fund loans and for general corporate purposes, including the costs of this offering. The Worthy Bonds are not dependent upon any particular loan and remain at all times the general obligations of Worthy.

Our Business

Under our business model, we intend to generate revenue in multiple ways: through fees charged to borrowers, interest generated from each loan that we purchase or in which we participate and fees from ancillary services that we introduce to our Worthy members and others provided by us.

It is the intention of Worthy to provide (i) loans to manufacturers, wholesalers, and retailers secured by inventory, (ii) retail inventory financing, and (iii) purchase order financing. The Retail Inventory financing is a form of asset-based lending that allows retailers and wholesalers to use inventory as collateral to obtain a line of credit from us. The line of credit can be used to purchase additional inventory or help the business purchase additional inventory.

Purchase order financing allows manufacturers and wholesalers to receive up to 100 percent of the funds needed to fill an order for specified merchandise when they are unable to do so on their own.

We anticipate that we will generate fees from our ancillary services by agreement with WFI. These ancillary services will be from introducing our bond holders to providers of personal loans, student loans, and small business loans. We are to receive 1/3 of the fees received by WFI. We are unable to anticipate the amount of the loans or the fees we will receive.

DESCRIPTION OF PROPERTY

We lease our approximately 300 square-feet, executive suite office space in Boca Raton, Florida and own no physical properties. If necessary, we believe we can find alternative office space without difficulty near our current location.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering circular. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this offering circular for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are an early-stage company, which intends to loan or participate in loans, from a variety of lending sources.

Operating Results

Since inception we have engaged in organizational activities. Funding has been provided by our parent. We expect that additional funding will be provided by our parent.

Liquidity and Capital Resources

As of this date we have very limited resources. It is the intention of WFI to raise funding for our working capital. There is no written agreement between us and WFI. On June 20, 2017, WFI raised $600,000 from one accredited investor approximately $27,532 of which has been used to pay certain of our professional and other expenses. Additionally WFI has undertaken a further private financing of up to $1 million to provide funds for us as well as its other business needs. There are no assurances that they will be successful in providing such funding.

Sources of Liquidity

As of this date we have not identified any sources of capital other than our parent. There is no certainty that our parent will raise any funds or if a financing can be made under reasonable terms.

Plan of Operations

We are a newly organized company and since inception have worked on organizational and development matters. We have engaged with WFI in beta testing the App and website improvement. For the twelve months following the commencement of the offering, WFI will continue to meet with potential funding sources to raise funding for our working capital. During that same period we will seek to sell our Worthy Bonds and invest the proceeds in asset based business loans. As part of our selling and marketing efforts, we will meet with groups whose employees may be potential purchasers of our Worthy Bonds. Given the uncertainty of the amount of Worthy Bonds that we will sell makes it difficult to provide a plan of operations in greater detail. Until cash flow permits compensation will not be paid to our officers, directors or employees and we will rely, if necessary, on advances from our parent as to which we have no assurances. In the absence of cash flow employees will not be compensated. Depending on the amount of proceeds from this offering, during the first twelve months we will rely on funds advanced by our parent.

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 4 to our financial statements appearing elsewhere in this offering circular (see pages F-1 – F-9), and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

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The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.

Cash and cash equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2016.

Income taxes

Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.

The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.

The Company is subject to income taxes in the United States Federal jurisdiction and Florida. Its initial tax returns are due to be filed by March 15, 2017. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.

Risks and uncertainties

The Company’s business could be impacted by continuing price pressure on its operating costs, acceptance of its products or services in the market place, new competitors, changing federal and/or state legislation, new technologies and other factors. Adverse changes in these areas could negatively impact the Company’s financial position, results of operations and cash flows.

14

MANAGEMENT

Our executive officers and directors, and ages are as follows:

Sally Outlaw as a co-founder of the Company has served as our chief executive officer and director since inception. For more than the past five years she has been very active in the promulgation of the crowd funding rules and regulations. Since October 2010 she has been the president of Peerbackers LLC, which has been engaged in all aspects of crowd funding. Ms. Outlaw is also president and CEO of Peerbackers Advisory LLC, an SEC Registered Investment Advisor. She has also been chief executive officer of Worthy Financial, Inc. since its inception in 2016.

Andrew Rachmell, as a co-founder of the Company, has served as the senior vice president and director of business development since inception. For more than the past five years he has been the co-founder and Vice President-Business Development of Peerbackers LLC, a service provider to accredited and unaccredited investors, entrepreneurs and emerging companies seeking capital through crowd finance vehicles. During that same period of time, Mr. Rachmell, also has also been Vice President of Peerbackers Advisory, LLC and a senior admissions advisor for Kaplan University. He has also been senior vice president of Worthy Financial, Inc. since 2016.

Alan Jacobs has served as our senior vice president, chief operating officer and director since inception. For more than the past five years he has been engaged as a business consultant for various early stage companies. From September 2014 to December 2015, Mr. Jacobs was associated with ViewTrade Securities, a FINRA registered broker-dealer. Prior to that time and for more than 30 years, Mr. Jacobs was associated with several FINRA registered broker-dealers including Ladenburg Thalman, Josephthal & Company, and Capital Growth Securities. Mr. Jacobs received his bachelor’s degree from Franklin and Marshall College and law degree from Columbia University. Mr. Jacobs has also been senior vice president of Worthy Financial, Inc. since 2016. He is also president of Wheelchair Fitness Inc. and director of business development of SSTI, Inc. since 2015.

Family Relationships

None.

Conflicts of Interest

We do not believe that we are a party to any transactions that contain or give rise to a conflict of interest between any of our directors, officers and major stockholders on the one hand, and Worthy Peer Capital on the other hand.

Involvement in Certain Legal Proceedings

We are not a party to any litigation.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

We have not paid any compensation since inception and have no intentions to pay compensation until there is a positive cash flow from our operations. There are no employment agreements or proposed compensation.

15

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

We currently have 1,000,000 shares of our common stock outstanding, which are all owned by WFI. WFI has 1,184,106 shares outstanding, which are held as of June 30, 2017, by the executive officers and directors and holders of more than 5% of the common stock of WFI as follows:

———————

16

THE WORTHY PEER CAPITAL WEBSITE

Worthy Bond investors are provided with a bond directly from the Company. All bonds earn the designated annual rate and are fully guaranteed by us.

Worthy Bonds are held on our website in electronic form and are not listed on any securities exchange. The Worthy Bonds are transferable except a servicing fee of up to 1% may be charged for the transfer of Worthy Bonds to third parties, which charge would only be made against accrued interest. Worthy Bonds can be viewed at any time by accessing the “My docs” tab in the investor’s account. These bonds are only accessible by the individual investor and cannot be accessed unless the investor enters login-credentials.

Fees

Worthy Bond investors are not charged a servicing fee for their investments, but may be charged a transaction fee if their method of deposit requires us to incur an expense.

Use of Proceeds

We will use the proceeds of this offering primarily to make and participate in loans but also for general corporate purposes, including the costs of this offering. See “Use of Proceeds.”

Establishing an Account

The first step to being able to purchase Worthy Bonds under our website is for a user to set up an account (a “Worthy Bonds Account”). In order to set up a Worthy Bonds Account, you need to do the following:

As part of these terms and conditions and by registering to purchase Worthy Bonds, you will be required to certify to us that:

You must agree to receive all notifications required by law or regulation or provided for by our website electronically at your last electronic address you provided to us.

After you have successfully registered with our website, you will receive a confirmation of your successful registration and may view available Worthy Peer Capital Note offerings. Please note that you are not obligated to submit a purchase order for any Worthy Bonds simply because you have registered on our website.

17

The Worthy Bonds may not be a suitable investment for you, even if you qualify to purchase Worthy Bonds. Moreover, even if you qualify to purchase Worthy Bonds and place a purchase order, you may not receive an allocation of Worthy Bonds for a number of reasons.

If you have difficulty opening an account or otherwise using our website, you may use the live help button on our website to connect with one of our customer service representatives. Customer service representatives will help you with technical and technology issues related to your use of our website. However, customer service representatives will not provide you with any investment advice, nor will they provide you with any information as to the Worthy Bonds, how much to invest in Worthy Bonds, or the merits of investing or not investing in Worthy Bonds.

How to Purchase Worthy Bonds

In order for you to complete a purchase order for Worthy Bonds, you must first provide funds. We will instruct you on how to do so. You may then submit purchase orders by:

You will not be able to purchase a Worthy Bond unless you have completed all of the above steps.

Once you submit a purchase order to our website, your purchase order will constitute an offer to purchase Worthy Bonds. For purposes of the electronic order process at our website, the time as maintained on our website will constitute the official time of a purchase order.

Website Operation

Although our website has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of our website to any particular issuance of Worthy Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access our website at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to our website, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by our website. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.

Orders are typically processed on the business day following the order. You may not withdraw the amount of your purchase order, unless the listing is withdrawn or cancelled. Once a purchase order is accepted and processed, it is irrevocable. See “The Worthy Peer Capital Basic Platform—Structure of Investor Accounts and Treatment of Your Balances” for more information. Interest does not accrue until the purchase funds have cleared.

Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the Worthy Bonds that you wish to purchase. In the case of an entity investor, the prospective investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity.

Currently, the minimum purchase order that you may submit for any particular offering of Worthy Bonds is $10, and subject to consideration there is no maximum purchase order that may be submitted, except for non-accredited investors, whose purchases will be subject to the following limits pursuant to SEC Rule 251(d)(2)(C):

Tax and Legal Treatment

Worthy Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

18

SECURITIES BEING OFFERED

Following is a summary of the terms of the Worthy Bonds, which will be offered on the Worthy website.

General. We may offer Worthy Bonds, with a total value of up to $50 million on a continuous basis, under this offering circular. We will not issue more than $50 million of securities pursuant to this offering circular in any 12-month period.

The Worthy Bonds will:

Interest. Interest shall be computed on the basis of a year consisting of 360 days and will accrue when the purchase of funds have cleared.

Ranking. The Worthy Bonds will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Worthy Bonds by their terms. There is no sinking fund.

Form and Custody. Worthy Bonds will be issued by computer-generated program on our website and electronically signed by the Company in favor of the investor. The Worthy Bonds will be stored by the Company and will remain in the Company’s custody for ease of administration.

Put by holder. Subject to a put by the holder at a discount of 1% (may be charged only if exercised during the first year and chargeable only against accrued interest).

Further, if the put is more than $50,000, holder must give us thirty days prior written notice.

Callable. Subject to a call by the Company at the principal amount plus accrued interest.

Conversion or Exchange Rights. We do not expect the Worthy Bonds to be convertible or exchangeable into any other securities.

Events of Default. The following will be events of default under the Worthy Bonds:

The occurrence of an event of default of Worthy Bonds may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default may constitute an event of default under certain of our other indebtedness outstanding from time to time.

Redemption at Maturity and Rollovers.  All redemptions and rollovers will be handled electronically. Within 30 days of maturity the holder will be advised of the maturity and given the opportunity to rollover the note, including the terms of the rollover.

Governing Law. Worthy Bonds will be governed and construed in accordance with the laws of the State of Florida.

No Personal Liability of Directors, Officers, Employees and Stockholders. No incorporator, stockholder, employee, agent, officer, director or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Worthy Bonds.

19

PLAN OF DISTRIBUTION

Subscribing for Worthy Bonds

We are offering up to $50,000,000 in our Worthy Bonds pursuant to this offering circular. Worthy Bonds being offered hereby will be offered through the Worthy Peer Capital website at www.worthybonds.com. We reserve the right, however, to engage an underwriter to offer these Bonds. We may also engage the services of a portal to offer these Worthy Bonds. This offering circular will be furnished to prospective investors via electronic format before or at the time of all written offers and will be available for viewing and download on the Worthy Peer Capital website, as well as on the SEC’s website at www.sec.gov.

In order to subscribe to purchase Worthy Bonds, a prospective investor must electronically complete, sign and deliver to us an executed subscription agreement and provide funds for its subscription amount in accordance with the instructions provided therein.

We may also engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Worthy Bonds. If any broker-dealer or other agent/person is engaged to sell our Worthy Bonds, we will file a post-qualification amendment disclosing the names and compensation arrangements prior to any sales by such persons.

State Law Exemption and Offerings to “Qualified Purchasers”

Our Worthy Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act of 1933). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that our Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when our Worthy Bonds are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Worthy Bonds does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Physical Worthy Bonds Will Not be Issued

We will not issue Worthy Bonds in physical or paper form. Instead, our Worthy Bonds will be recorded and maintained on our membership register.

Advertising, Sales and other Promotional Materials

In addition to this offering circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering to better understand possible demand for the Worthy Peer Capital Note product. These “test-the-waters” materials may include information relating to our Company, this offering, the past performance of our loan transactions, articles and publications concerning small business lending, or public advertisements and audio-visual materials, in each case only as authorized by us. All such materials will contain disclaimers required by, and be disseminated in a fashion permitted by, Regulation A. Although these materials will not contain information in conflict with the information provided by this offering circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our Worthy Bonds, these materials will not give a complete understanding of this offering, us or our Worthy Bonds and are not to be considered part of this offering circular. This offering is made only by means of this offering circular and prospective investors must read and rely on the information provided in this offering circular in connection with their decision to invest in our Worthy Bonds. To be clear, all investors will be furnished with a copy of a current offering circular before or at the time of all written offers.

20

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In connection with the organization of WFI, the Pearlman Law Group was issued 25,000 shares of its common stock at par value per share.

LEGAL MATTERS

Certain legal matters regarding the securities being offered by this offering circular have been passed upon for us by Pearlman Law Group LLP, Fort Lauderdale, Florida.

EXPERTS

Our audited financial statements as of and for the period from June 9, 2016 (inception) through December 31, 2016 have been audited by D’Arelli Pruzansky, P.A., Independent Registered Public Accounting Firm. Such financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

21

WORTHY PEER CAPITAL, INC.

Financial Statements

TABLE OF CONTENTS

F-1

Worthy Peer Capital, Inc

Condensed Balance Sheets

(1) Derived from audited financial statements

See accompanying notes to the unaudited condensed financial statements

F-2

WORTHY PEER CAPITAL, INC.

Statements of Operations

See accompanying notes to the unaudited condensed financial statements

F-3

WORTHY PEER CAPITAL, INC.

Statements of Changes in Shareholder’s Deficit

See accompanying notes to the unaudited condensed financial statements

F-4

WORTHY PEER CAPITAL, INC.

Statements of Cash Flows

See accompanying notes to the unaudited condensed financial statements

F-5

WORTHY PEER CAPITAL, INC.

Notes to Condensed Financial Statements

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “WPC”, “we,” or “us”) was founded June 9, 2016. We are an early stage company which intends to loan or participate in loans, primarily to small business borrowers. We intend to offer the Worthy Notes in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthycapital.com.

We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows its users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Notes. The “users” may also use additional funds to purchase Worthy Notes. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.

NOTE 2. BASIS OF INTERIM PRESENTATION

The accompanying interim condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial reporting. These interim condensed financial statements and notes thereto of Worthy Peer Capital, Inc. have not been audited by independent auditors, except for the balance sheet as of December 31, 2016 and should be read in conjunction with the Company’s December 31, 2016 annual financial statements. In the opinion of the Company’s management, the interim condensed financial statements include all adjustments and disclosures necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods reported herein. These adjustments were of a normal recurring nature. The results for the six-month period ended June 30, 2017 are not necessarily indicative of the results expected for the full year.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of approximately $2,500 for the six months ended June 30, 2017 and approximately $36,000 for the period June 9, 2016 (Inception) through December 31, 2016. The net losses incurred in 2017 and 2016 have resulted in an accumulated deficit of approximately $39,000 at June 30, 2017. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. Financing activities have not yet begun, other than credit extended by suppliers for organizational activities during 2016, which was primarily due to filing fees, legal and accounting services. During 2017, the Company continues to incur losses and require cash advances from its parent company however it is in the process of obtaining approval of a Form 1-A Regulation A Offering Statement to raise capital.

In response to the losses incurred in 2017 and 2016, the Company continues to constantly evaluate and monitor its cash needs and existing cash burn rate, in order to make adjustments to its operating expenses. Cash on hand was approximately  at June 30, 2017.

No assurances can be given that the Company will achieve success in obtaining sufficient levels of end user sell-through necessary to fully sustain its operations, without seeking additional financing. There also can be no assurances that the anticipated Form 1-A will result in additional financing or that any additional financing if required, can be obtained, or obtained on reasonable terms acceptable to the Company.

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.

F-6

WORTHY PEER CAPITAL, INC.

Notes to Condensed Financial Statements

Cash and cash equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at June 30, 2017.

Income taxes

Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.

The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.

The Company is subject to income taxes in the United States Federal jurisdiction and Florida. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.

Risks and uncertainties

The Company’s business could be impacted by continuing price pressure on its operating costs, acceptance of its products or services in the market place, new competitors, changing federal and/or state legislation, new technologies and other factors. Adverse changes in these areas could negatively impact the Company’s financial position, results of operations and cash flows.

NOTE 5. RECENTLY ISSUED ACCOUNTING STANDARDS AND DEVELOPMENTS

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future consolidated financial statements. The following are a summary of recent accounting developments.

In January 2017, the Financial Accounting Standards Board ("FASB") issued authoritative guidance, which is included in Accounting Standards Codification ("ASC") 805, "Business Combinations." This guidance clarifies the definition of a business, which assists a company with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. This guidance is effective for the Company as of October 1, 2018. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.

In January 2017, the FASB issued authoritative guidance, which is included in ASC 350, "Intangibles--Goodwill and Other." This guidance simplifies the test for goodwill impairment by eliminating Step 2 from the test. This guidance is effective for the Company as of October 1, 2020. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.

In March 2016, the FASB issued authoritative guidance, which is included in ASC 718, "Compensation--Stock Compensation." This guidance simplifies the accounting for share-based payments, including the income tax consequences. This guidance is effective for the Company as of October 1, 2017. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.

F-7

WORTHY PEER CAPITAL, INC.

Notes to Condensed Financial Statements

In February 2016, the FASB issued authoritative guidance, which is included in ASC 842, "Leases." This guidance requires lessees to recognize most leases on the balance sheet by recording a right-of-use asset and a lease liability. This guidance is effective for the Company as of October 1, 2019. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.

In November 2015, the FASB issued authoritative guidance, which is included in ASC 740, "Income Taxes." This guidance simplifies the presentation of deferred income taxes and requires that deferred tax assets and liabilities be classified as noncurrent in the classified statement of financial position. This guidance is effective for the Company as of October 1, 2017 and is not expected to have a material impact on its consolidated financial statements as the guidance only changes the classification of deferred income taxes.

In May 2014, the FASB issued authoritative guidance, which is included in ASC 606, "Revenue from Contracts with Customers." This guidance provides a single, comprehensive revenue recognition model for all contracts with customers and requires that a company recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB delayed the effective date of this guidance by one year. As a result, this guidance is effective for the Company as of October 1, 2018 and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact this standard may have on its consolidated financial statements.

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has not identified any other new standards that it believes merit further discussion, and the Company expects that none would have a significant impact on its consolidated financial statements.

NOTE 6. ADVANCES FROM OFFICER

The Company is obligated to reimburse one of its officers for advancing the costs of its initial filling and organizational expense. The $653 advance has no maturity date, is unsecured and interest free.

NOTE 7. ADVANCES FROM AFFILIATE

The Company is obligated to reimburse its parent for advancing the costs of its 2016 financial audit and annual report filling. The $2,532 advance has no maturity date, is unsecured and interest free.

NOTE 8. COMMITMENTS and CONTINGENCIES

Legal contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.

Lease commitments

The Company is in its early stages of development and accordingly, it has not yet been necessary to lease or acquire facilities and equipment.

NOTE 9. EQUITY

On June 9, 2016, Worthy Peer Capital, Inc was founded with the issuance 1 million shares of our $0.0001 per share par value common stock for $100 to Worthy Financial, Inc. (“WFI”). Worthy Financial Inc. is the sole shareholder of WPC’s common stock. The Company has authorized 40 million shares of common stock and 10 million shares of preferred stock. No preferred shares have been issued.

F-8

WORTHY PEER CAPITAL, INC.

Notes to Condensed Financial Statements

NOTE 10. TAXES

ASC Topic 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including current and past performance, the market environment in which the Company operates, the utilization of past tax credits and length of carry-back and carry-forward periods. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative objective evidence such as cumulative losses in recent years. Cumulative losses weigh heavily in the overall assessment.

At June 30, 2017 and December 31, 2016, the Company had gross deferred tax assets in excess of deferred tax liabilities of approximately $15,000 and $14,000, respectively. The Company determined that it is more likely than not, that such assets will not be realized and as such has taken a 100% valuation allowance of approximately $15,000 and $14,000 as of June 30, 2017 and December 31, 2016, respectively. The Company evaluates its ability to realize its deferred tax assets each period and adjusts the amount of its valuation allowance, if necessary. The change in the valuation allowance was approximately $1,000 and $14,000 for the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016, respectively.

At Jun 30, 2017 and December 31, 2016, the Company had a Federal net operating loss carryforward which gave rise to the deferred tax asset totaling approximately $15,000 and $14,000, respectively which was available to offset future taxable income.

For the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016, the income tax provisions for current taxes were $0 for both periods and deferred taxes were approximately were $15,000 and $14,000, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The majority of temporary differences that result in deferred tax assets and liabilities are the results of carryforward tax credits.

The table below summarizes the reconciliation of our income tax provision computed at the federal statutory rate and the actual tax provisions for the six months ended June 30, 2017 and the period from June 9, 2016 (Inception) through December 31, 2016.

At June 30, 2017 and December 31, 2016 the Company had Federal net operating loss carryforwards of approximately $38,500 and $36,000, respectively. This Federal net operating loss carryforward will expire in 2036.

NOTE 11. SUBSEQUENT EVENTS

The Company has evaluated these financial statements for subsequent events through October 19, 2017, the date these financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the balance sheet date that would required adjustment to, or disclosure in the financial statements.

F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Worthy Peer Capital, Inc.

4400 North Federal Highway, Suite 210-37

Boca Raton, Florida 33431

We have audited the accompanying financial statements of Worthy Peer Capital, Inc (a Delaware corporation), which comprise the balance sheet as of December 31, 2016, and the related statement of operations, statement of changes in shareholder’s deficit and cash flows for the period from inception (June 9, 2016) to December 31, 2106, and the related notes to the financial statements.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OPINION

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Worthy Peer Capital, Inc. as of December 31, 2016, and the results of its operations and its cash flows for the initial period then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss and accumulated deficit of $36,000. The Company also had a working capital deficit of $36,326 at that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Coconut Creek,

March 10, 2017

F-10

Worthy Peer Capital, Inc

Balance Sheet

December 31, 2016

See accompanying notes to the financial statements

F-11

Worthy Peer Capital, Inc

Statement of Operations

For the Period

from June 9, 2016 (Inception)

Through December 31, 2016

See accompanying notes to the financial statements

F-12

Worthy Peer Capital, Inc

Statement of Shareholder's Deficit

For the Period

from June 9, 2016 (Inception)

Through December 31, 2016

See accompanying notes to the financial statements

F-13

Worthy Peer Capital, Inc

Statement of Cash Flow

For the Period

from June 9, 2016 (Inception)

Through December 31, 2016

See accompanying notes to the financial statements

F-14

WORTHY PEER CAPITAL, INC.

Notes to the Financial Statements

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Worthy Peer Capital, Inc., a Delaware corporation, (the “Company,” “WPC”, “we,” or “us”) was founded June 9, 2016. We are an early stage company which intends to loan or participate in loans, in whole or in part, from a variety of lending platforms. We intend to offer the Worthy Notes in $10.00 increments on a continuous basis directly through our Worthy Peer Capital website located at www.worthy.us.

We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), which owns a mobile app (the “Worthy App”) that allows it users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Notes. The “users” may also use additional funds to purchase Worthy Notes. Through the Worthy App we will also provide access to services, which will be attractive to the Worthy community such as personal loans (often used to reduce or pay off higher interest rate loans such as credit cards), student loans, small business loans, auto loans, student loan refinancing and debt counseling.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of approximately $36,000 for the period June 9, 2016 (Inception) through December 31, 2016. The net loss incurred in 2016 has resulted in an accumulated deficit of approximately $36,000 and a total Shareholders’ deficit of approximately $36,000 at December 31, 2016. The Company also had a working capital deficit of $36,326 at that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Financing activities have not yet begun other than credit extended by suppliers for organizational activities during 2016, which was primarily due to filing fees, legal and accounting services. During 2017, the Company continues to incur losses and require cash advances from its parent company however it is in process of preparing a Form 1-A Regulation A Offering Statement to raise capital.

In response to the losses incurred in 2016, the Company continues to constantly evaluate and monitor its cash needs and existing cash burn rate, in order to make adjustments to its operating expenses. Cash on hand was $100 at December 31, 2016.

No assurances can be given that the Company will achieve success in obtaining sufficient levels of end user sell-through necessary to fully sustain its operations, without seeking additional financing. There also can be no assurances that the anticipated Form 1-A will result in additional financing or that any additional financing if required, can be obtained, or obtained on reasonable terms acceptable to the Company.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates relating to the determination of any accrued liabilities or filing costs associated with establishing the Company.

Cash and cash equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2016.

Income taxes

Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.

F-15

WORTHY PEER CAPITAL, INC.

Notes to the Financial Statements

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.

The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.

The Company is subject to income taxes in the United States Federal jurisdiction and Florida. Its initial tax returns are due to be filed by March 15, 2017. The Company recognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.

NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS AND DEVELOPMENTS

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following is a summary of recent accounting developments.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, which outlines a single comprehensive model for companies to use when accounting for revenue arising from contracts with customers. The core principle of the revenue recognition model is that an entity recognizes revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In order to achieve this core principle a company must apply the following steps in determining revenue recognition:

The amendments in this ASU were deferred by ASU 2015-14 and are now effective for annual reporting periods beginning July 1, 2018 including interim periods within that reporting period with early application allowed beginning with reporting periods beginning January 1, 2017. Management is currently assessing whether the implementation of ASU 2014-09 and ASU 2015-14 will have any material effect on the Company’s financial statements.

Revenue Recognition

There were various other accounting standards and interpretations issued in 2016, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 5. ADVANCES FROM OFFICER

The Company is obligated to reimburse one of its officers for advancing the costs of its initial filling and organizational expense. The $653 advance has no maturity date, is unsecured and interest free.

NOTE 6. TRANSACTIONS with AFFILIATE

During 2016, the Company was advanced a portion the cost of legal services related to its initial filling and organizational expenses from Peer Backers, LLC, an affiliated company owned by one of our officers. The $5,773 advance has no maturity date, is unsecured and interest free.

F-16

WORTHY PEER CAPITAL, INC.

Notes to the Financial Statements

NOTE 7. COMMITMENTS and CONTINGENCIES

Legal contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.

Lease commitments

The Company is in its early stages of development and accordingly, it has not yet been necessary to lease or acquire facilities and equipment.

NOTE 8. EQUITY

On June 9, 2016, Worthy Peer Capital, Inc was founded with the issuance 1 million shares of our $0.0001 per share par value common stock for $100 to Worthy Financial, Inc. (“WFI”). Worthy Financial Inc. is the sole shareholder of WPC’s common stock. The Company has authorized 40 million shares of common stock and 10 million shares of preferred stock.  No preferred shares have been issued.

NOTE 9. TAXES

ASC Topic 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including current and past performance, the market environment in which the Company operates, the utilization of past tax credits and length of carry-back and carry-forward periods. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative objective evidence such as cumulative losses in recent years. Cumulative losses weigh heavily in the overall assessment.

At December 31, 2016, the Company had gross deferred tax assets in excess of deferred tax liabilities of approximately $14,000. The Company determined that it is more likely than not, that such assets will not be realized and as such has taken a 100% valuation allowance of approximately $14,000 as of December 31, 2016. The Company evaluates its ability to realize its deferred tax assets each period and adjusts the amount of its valuation allowance, if necessary. The change in the valuation allowance was approximately $14,000 for the period from June 9, 2016 (Inception) through December 31, 2016.

At December 31, 2016, the Company had a Federal net operating loss carryforward which gave rise to the deferred tax asset totaling approximately $14,000, which was available to offset future taxable income.

For the period from June 9, 2016 (Inception) through December 31, 2016, the income tax provisions for current taxes were $0 and deferred taxes were approximately were $14,000.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The majority of temporary differences that result in deferred tax assets and liabilities are the results of carryforward tax credits.

The table below summarizes the reconciliation of our income tax provision computed at the federal statutory rate and the actual tax provisions for the period from June 9, 2016 (Inception) through December 31, 2016.

F-17

WORTHY PEER CAPITAL, INC.

Notes to the Financial Statements

At December 31, 2016 the Company had Federal net operating loss carryforwards of approximately $36,000.  This Federal net operating loss carryforward will expire in 2036.

NOTE 10. SUBSEQUENT EVENTS

The Company has evaluated these financial statements for subsequent events through March 10, 2017, the date these financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the financial statements.

F-18

PART III — EXHIBITS

Index to Exhibits

———————

† Filed herewith.

†† To be filed by amendment

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 Boca Raton, State of Florida, on the 27th day of November 2017.

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

EXHIBIT 2.1

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

OF

WORTHY PEER CAPITAL, INC.

A STOCK CORPORATION

FIRST:

The name of the corporation (hereinafter called the "Corporation") is Worthy Peer Capital, Inc.

SECOND:

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.  The registered agent in charge thereof is Corporation Service Company.

THIRD:

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:

The total number of shares of stock which this Corporation is authorized to issue is Fifty Million (50,000,000) shares of which Forty Million shares (40,000,000) shall be Common Stock, par value $0.0001 per share and Ten Million shares (10,000,000) shall be Preferred Stock, par value $0.0001 per share. Series of Preferred Stock may be created and issued from time to time, which such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors pursuant to the authority in this paragraph given.

FIFTH:

The name and address of the incorporator are as follows:

Charles B. Pearlman, Esq.

Pearlman Schneider LLP

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, FL   33431

SIXTH:

The Corporation is to have perpetual existence.

SEVENTH:

The power to adopt, alter, amend or repeal Bylaws shall be vested in the Board of Directors.

EIGHTH:

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

NINTH:

To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (iv) is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation.  Unless otherwise expressly prohibited by the Delaware General Corporation Law, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  No person falling within the purview of this paragraph may apply for indemnification or advancement of expenses to any court of competent jurisdiction.

I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 9th day of June 2016.

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EXHIBIT 2.2

BYLAWS OF
WORTHY PEER CAPITAL, INC.,
A DELAWARE CORPORATION

ARTICLE I.
MEETING OF SHAREHOLDERS

Section 1.

Annual Meeting.  The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation.  Business transacted at the annual meeting shall include the election of directors of the Corporation.

Section 2.

Special Meetings.  Special meetings of the shareholders shall be held when directed by the Board of Directors, or when requested in writing by the holders of not less than 10 percent of all the shares entitled to vote at the meeting.

Section 3.

Place.  Meetings of shareholders may be held within or without the State of Delaware.

Section 4.

Notice.  Written notice (including, where applicable, any notice required by the rules of the Securities and Exchange Commission) stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the meeting, by first class mail or electronic transmission to the extent permitted under the rules of the Securities and Exchange Commission, by or at the direction of the chief executive officer, president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.  Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage prepaid thereon.  The provisions of Section 229 of the Delaware General Corporation Law (the “DGCL”) as to waiver of notice are applicable.

Section 5.

Notice of Adjourned Meetings.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of adjourned meeting, shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6.

Closing of Transfer Books and Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the

stock transfer books shall be closed for a stated period but not to exceed, in any case, 60 days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of shareholders, such date in any case to be not more than 60 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7.

Shareholder Quorum and Voting.  A majority of the outstanding shares of each class or series of voting stock then entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the outstanding shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of those shares present in person or represented by proxy of each class or series of voting stock and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided however that the directors of the Corporation shall be elected by a plurality of such shares.

After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 8.

Voting of Shares.  Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Treasury shares, shares of stock of this Corporation owned by another corporation, the majority of the voting stock of which is owned or controlled by this Corporation, and shares of stock of this Corporation, held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

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At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 9.

Proxies.  Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting of a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney ­in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

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If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 10.

Action by Shareholders without a Meeting.  Any action required by law, these bylaws, or the certificate of incorporation of this Corporation to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, 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 stock 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. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Promptly after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger or consolidation for which appraisal rights are provided under the DGCL, be given in accordance with Section 262(d)(2) of the DGCL.

Section 11.

Advance Notice of Shareholder Nominees and Shareholder Business.

To be properly brought before an annual meeting or special meeting, nominations for the election of directors or other business must be:

(a)

specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors,

(b)

otherwise properly brought before the meeting by or at the direction of the Board of Directors, or

(c)

otherwise properly brought before the meeting by a shareholder.  

For such other nominations or other business to be considered properly brought before the meeting by a shareholder, such shareholder must have given timely notice and in proper form of his intent to bring such business before such meeting. To be timely, such shareholder’s written notice must be delivered to or mailed and received by the secretary of the Corporation not less than 90 calendar days nor more than 120 calendar days before the first anniversary of the date on which the Corporation held its annual meeting in the immediately preceding year; provided, however, that in the case of an annual meeting of shareholders that is called for a date that is not within 30 calendar days before or after the first anniversary date of the annual meeting of shareholders in the immediately preceding year, any such written proposal of nomination must

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be received by the Board of Directors not less than 10 calendar days after the date the Company shall have mailed notice to its shareholders of the date that the annual meeting of shareholders will be held or shall have issued a press release or otherwise publicly disseminated notice that an annual meeting of shareholders will be held and the date of the meeting. To be in proper form, a shareholder’s notice to the secretary shall set forth:

(i)

the name and address of the shareholder who intends to make the nominations, propose the business, and, as the case may be, the name, age, address and principal occupation or employment of the person or persons to be nominated for the last five years or the nature of the business to be proposed;

(ii)

a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting, the number of shares of capital stock of the Corporation beneficially owned within the meaning of the Securities and Exchange Commission Rule 13d-3 and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or introduced the business specified in the notice;

(iii)

if applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;

(iv)

such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the Board of Directors; and

(v)

if applicable, the consent of each nominee to serve as director of the Corporation if so elected.

The chairman of the meeting may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.

ARTICLE II.
DIRECTORS

Section 1.

Function.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 2.

Qualification.  Directors need not be residents of this state or shareholders of this Corporation.

Section 3.

Compensation.  The Board of Directors shall have authority to fix the compensation of directors.

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Section 4.

Duties of Directors.  A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a)

one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b)

counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or

(c)

a committee of the board upon which he does not serve, duly designated in accordance with a provision of the certificate of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the Corporation.

Section 5.

Presumption of Assent.  A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6.

Number.  This Corporation shall have no less than three nor greater than eleven (11) directors. The number of directors may be established from time to time by resolution of the Board of Directors, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7.

Election and Term.  Each person named in the certificate of incorporation as a member of the initial Board of Directors and all other directors appointed by the Board of Directors to fill vacancies thereof shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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Section 8.

Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors despite having less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.

Removal of Directors.  At a meeting of the shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares of each class or series of voting stock, present in person or by proxy, then entitled to vote at an election of directors.

Section 10.

Quorum and Voting.  A majority of the number of directors then serving as directors shall constitute a quorum for the transaction of business.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Whenever a vacancy exists on the Board of Directors, the vote of a majority of the directors remaining in office will be required to take any action unless or until the shareholders or a majority of the directors, then serving as directors, adopt a resolution filling any vacancy, or ratify a resolution adopted by a majority of the directors.

Section 11.

Director Conflicts of Interest.  No contract or other transaction between this Corporation and one or more of its directors or officers or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a)

The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b)

The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c)

The contract or transaction is fair as to the Corporation at the time it is authorized by the board, a committee or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12.

Place of Meeting.  Regular and special meetings by the Board of Directors may be held within or without the State of Delaware.

Section 13.

Time, Notice and Call of Meetings.  Notice of the time and place of meetings of the Board of Directors shall be given to each director by either personal delivery, any form of electronic notice including email or facsimile transmission, as long as the director is able to retain a copy of the notice, at least one day before the meeting.  

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Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chief executive officer, president or chief operating officer of the Corporation or by any director.

Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 14.

Action Without a Meeting.  Any action required to be taken at a meeting of the directors of the Corporation, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action to be taken, signed by all of the directors, is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote.

Section 15.

Committees.  The Board of Directors may designate from among its members such committees it deems prudent, such as, but not limited to, an executive committee, audit committee, compensation committee, finance committee and a litigation committee.

ARTICLE III.
OFFICERS

Section 1.

Officers.  The officers of this Corporation shall consist of a chief executive officer, a president, a chief operating officer, a chief financial officer, any vice president(s) designated by the Board of Directors, a secretary, a treasurer and such other officers as may be designated by the Board of Directors, each of whom shall be elected by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect any of the above officers shall not affect the existence of this Corporation.

Section 2.

Duties.  The officers of this Corporation shall have and perform the powers and duties usually pertaining to their respective offices, the powers and duties prescribed by these bylaws, any additional powers and duties as may from time to time be prescribed by the

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Board of Directors and such other duties as delegated by the chief executive officer including the following:

The chief executive officer shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and the Board of Directors, unless there is a chairman of the Board of Directors, in which case the chairman shall preside at such meetings.

The president shall perform such duties as are conferred upon him by the chief executive officer of the Corporation, shall act whenever the chief executive officer shall be unavailable, and shall perform such other duties as may be prescribed by the Board of Directors.

The chief operating officer is responsible for the day-to-day activities of the Corporation and for the development, design, operation and improvement of its operations and shall perform such other duties as may be prescribed by the Board of Directors.

The chief financial officer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation and be primarily responsible for all filings with the Securities and Exchange Commission.  He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors.

The secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the shareholders and whenever else required by the Board of Directors or the president, and shall perform such other duties as may be prescribed by the Board of Directors.

The treasurer shall be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depositary to be designated by the Board of Directors and shall keep this bank account in the name of the Corporation.

Section 3.

Removal of Officers.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

Any vacancy, however, occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

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ARTICLE IV.
STOCK CERTIFICATES

Section 1.

Issuance.  Every holder of shares in this Corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2.

Form.  Certificates representing shares in this Corporation shall be signed by the chairperson or vice-chairperson, the president or vice president and the secretary or an assistant secretary or treasurer or assistant treasurer and may be sealed with the seal of this Corporation or a facsimile thereof. The signature of the chairperson or vice-chairperson, the president or vice president and the secretary or assistant secretary or treasurer or assistant treasurer may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by this Corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition, or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon its face:  the name of the Corporation; that the Corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

Section 3.

Transfer of Stock.  Except as provided in Section 4 of this Article, the Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the signature of such person has been guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange or any successor thereto.

Section 4.

Off-Shore Offerings.  In all offerings of equity securities pursuant to Regulation S of the Securities Act of 1933 (the “Act”), the Corporation shall require that its stock transfer agent refuse to register any transfer of securities not made in accordance with the

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provisions of Regulation S, pursuant to registration under the Act or an available exemption under the Act.

Section 5.

Lost, Stolen or Destroyed Certificates.  The Corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.

ARTICLE V.
BOOKS AND RECORDS

Section 1.

Books and Records.  This Corporation shall keep correct and complete records and books of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors.

This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 2.

Financial Information.  Not later than three months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

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ARTICLE VI. DIVIDENDS

The Board of Directors of this Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the certificate of incorporation, subject to the following provisions:

(a)

Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

(b)

Dividends may be declared and paid in the Corporation’s own treasury shares.

(c)

Dividends may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

(i)

If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

(ii)

If a dividend is payable in shares without a par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.  

(d)

No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the certificate of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(e)

A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.

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ARTICLE VII.
CORPORATE SEAL

The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the following:

ARTICLE VIII.
AMENDMENT

These bylaws may be repealed or amended, and new bylaws maybe adopted, by the Board of Directors or the shareholders in accordance with Section 109 of the DGCL.

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Exhibit 3.1

WORTHY BOND

FOR VALUE RECEIVED, the undersigned, Worthy Peer Capital, Inc., a Delaware corporation, (the “Maker”), PROMISES TO PAY to the order of ____________ (together with its successors and assigns, the “Payee”) the principal sum of ten dollars ($10.00), together with interest at the rate specified below.

1.

Principal and Term. The term of this Worthy Bond (“Bond”) shall be three (3) years from the date first written above. The Outstanding Principal Balance (as defined herein) shall be due and payable in full on ____________ ___, 201_ (the “Maturity Date”). The term “Outstanding Principal Balance” means, as of any date of determination, the principal amount of this Bond that remains unpaid.

2.

Interest.

(a)

Calculation. Interest shall accrue on the Outstanding Principal Balance at the fixed interest rate of 5% per annum from the date that the purchase funds have cleared. Interest shall compound annually and shall be computed on the basis of a year consisting of 360 days, with payments each month consisting of the same amount regardless of actual number of days in such month. Partial month calculations shall be done as nearly to pro rata as possible of that portion of the month remaining. Such calculations shall be made in the Maker’s sole discretion.

(b)

Payments. Interest payments shall be made to the Payee on a monthly basis by no later than the tenth day of the month following the month of accrual. Payments may be made by check, wire transfer or by credit to the Payee’s account on the Maker’s website.

(c)

Prepayment. Prior to the Maturity Date, the Bond shall be callable, redeemable, and prepayable at any time by the Maker at par value plus any accrued but unpaid interest up to but not including the date of prepayment.

3.

Full Recourse. Notwithstanding anything to the contrary contained herein, the principal of and accrued interest on this Bond shall be payable by the Maker and the Payee shall have recourse to any other assets of the Maker in order to secure repayment.

4.

Events of Default. If any one of the following events shall occur and be continuing (each, an “Event of Default”): (i) the Maker shall fail to pay as and when due in accordance with the terms hereof any principal of or interest on this Bond, and such failure shall continue for five business days after the Maker has received notice thereof from the Payee; or (ii) the Maker shall file a petition for relief or commence a proceeding under any bankruptcy, insolvency, reorganization or similar law (or its governing board shall authorize any such filing or the commencement of any such proceeding), have any liquidator, administrator, trustee or custodian appointed with respect to it or any substantial portion of its business or assets, make a general assignment for the benefit of creditors or generally admit its inability to pay its debts as they come due; then in any such event the Payee may, by notice to the Maker, declare the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon to be immediately due and payable, whereupon this Bond and all such accrued interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker. Notwithstanding the foregoing, if any event described in clause (ii) above shall occur, the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker.

5.

Binding Effect; Assignment. This Bond shall be binding upon the Maker and its successors and inure to the benefit of the Payee and its successors and assigns. The obligations of the Maker under this Bond may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and void.

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6.

Miscellaneous.

(a)

Both principal and interest are payable in lawful money of the United States of America to the Payee at such place as the Payee may from time to time designate. If any payment due hereunder falls on a Saturday, a Sunday or any other day on which commercial banks in New York City are authorized or required to close under applicable law, such payment shall be payable on the next succeeding business day, with interest accruing thereon until the date of payment thereof.

(b)

If Maker shall fail to pay any amount payable hereunder on the due date therefor, Maker shall pay all costs of collection, including, but not limited to, attorney’s fees and expenses, incurred by Payee on account of such collection.

(c)

The Maker and any other person at any time liable for the payment hereof, severally waive presentment, demand, protest and notice of any kind (including notice of presentment, demand, protest, dishonor and nonpayment). The Maker shall pay the Payee all sums which are payable pursuant to the terms of this Bond without setoff, recoupment or deduction of any kind or for any reason whatsoever.

(d)

No delay on the part of the Payee in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Payee be estopped from enforcing the same or any other provision at any later time or in any other instance. No waiver of any of the terms or provisions of this Bond shall be effective unless in writing, duly signed by the party to be charged. This Bond shall not be modified except by a writing signed by both the Maker and the Payee.

(e)

This Bond shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to principles of conflict of laws.

IN WITNESS WHEREOF, the Maker has caused this Bond to be duly executed as of the date first above written.

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EXHIBIT 3.2

WORTHY BOND INVESTOR AGREEMENT

The following terms constitute a binding agreement (“Agreement”) between you, as an Investor (“Investor,” “you”) and Worthy Peer Capital, Inc., a Delaware Corporation, and any subsidiary of Worthy Peer Capital, Inc., (collectively “Worthy,” “we,” or “us”). This Agreement will govern all purchases of Worthy Bonds (the “Bonds”) that you may, from time to time, make from Worthy Peer Capital, Inc. You agree to read this Agreement, the Worthy Terms of Use (“Terms of Use”), the Privacy Policy (“Privacy Policy”), and the Frequently Asked Questions (“FAQs”) on the Worthy web site at worthybonds.com and any subdomain thereof (collectively, the “Site”) and to retain a copy of these documents for your records. By signing electronically below, you agree that you have read these documents and agree to the following terms, together with the Terms of Use, consent to our Privacy Policy, agree to transact business with us and receive communications relating to the Bonds electronically, and agree to have any dispute with us resolved by binding arbitration.

In consideration of the covenants, agreements, representations, and warranties hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1.

PURCHASE OF WORTHY BONDS.  Subject to the terms and conditions of this agreement, we will provide you with the opportunity to purchase Bonds with minimum denominations of $10 through the Site:

At the time you commit to purchase a Bond, you must have sufficient funds to complete the purchase, and you will not have access to those funds after you make a purchase commitment.

2.

ISSUANCE.  Each time you purchase a Bond, it will be issued immediately. Upon our receipt of your payment of the purchase price, your Bond will begin bearing interest on the average daily balance at the interest rate stated on the Bond.

3.

TERMS OF THE BONDS.  Each Bond shall have the terms and conditions described in the Bond issued by Worthy Peer Capital, Inc., which is available for you to review on the site.

The Bonds shall be issued by and fully recourse to Worthy Peer Capital, Inc. You understand that you are NOT investing in, nor taking on direct financial risk of, any particular Worthy borrower(s). The payments made by Worthy Peer Capital, Inc. on your Bonds will be made to you regardless of whether any particular Worthy borrower(s) makes timely or consistent loan payments.

Generally, no sale of Bonds may be made to you 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, you should review the specific requirements contained in Rule 251(d)(2)(i)(C) of Regulation A promulgated under the Securities Act of 1933.

4.

YOUR COVENANTS AND ACKNOWLEDGEMENTS.

You understand and acknowledge the following:

(a)

The Bonds have not been registered under the United States Securities Act of 1933, or under the securities act of any other jurisdiction, nor is any such registration contemplated. The Bonds will be offered and sold under the exemption provided by section 3(b)(2) of the Securities Act of 1933 and Regulation A promulgated thereunder pursuant to a Form 1-A (the “Offering Circular”) filed with the U.S. Securities and Exchange Commission (“SEC”), available on the SEC’s EDGAR filings database at https://www.sec.gov, and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. Neither the SEC nor any state securities commission has passed upon the merits of or given its approval of any securities offered or the terms of the offering nor passed upon the accuracy or completeness of any offering circular or other selling literature. Any representation to the contrary is a criminal offense. The Bonds are being offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered thereunder are exempt from registration.

(b)

INVESTMENT IN THE BONDS IS HIGHLY RISKY AND YOU MAY LOSE ALL YOUR INVESTMENT. THESE ARE SPECULATIVE SECURITIES. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. BEFORE PURCHASING A BOND, YOU SHOULD REVIEW THE RISK DISCLOSURES AND OTHER TERMS OF THE SECURITIES OFFERING AVAILABLE IN THE WORTHY FORM 1-A OFFERING STATEMENT ON THE SEC’S EDGAR FILINGS DATABASE AT HTTP://WWW.SEC.GOV.

(c)

THE BONDS DO NOT REPRESENT AN OWNERSHIP INTEREST IN ANY SPECIFIC WORTHY LOANS, THEIR PROCEEDS, OR THEIR ASSETS. YOU UNDERSTAND THAT THE BONDS ARE OBLIGATIONS OF WORTHY ONLY AND NOT ANY WORTHY BORROWER.

(d)

YOU HAVE NO RIGHT, AND SHALL NOT, MAKE ANY ATTEMPT, DIRECTLY OR THROUGH ANY THIRD-PARTY, TO COLLECT FROM BORROWERS. ALL AGREEMENTS AND OBLIGATIONS RELATING TO YOUR BONDS ARE BETWEEN YOU AND WORTHY AND NOT WITH WORTHY' THIRD-PARTY BORROWERS.

(e)

YOU UNDERSTAND THAT WORTHY HAS A LIMITED OPERATING HISTORY, AND, AS AN ONLINE COMPANY IN THE EARLY STAGES OF DEVELOPMENT, WE FACE INCREASED RISKS, UNCERTAINTIES, EXPENSES, AND DIFFICULTIES, WHICH COULD IMPACT YOUR INVESTMENT.

(f)

PLEASE SEE THE WORTHY FORM 1-A OFFERING STATEMENT AVAILABLE AT HTTP://WWW.SEC.GOV FOR A COMPLETE LIST OF RISK DISCLOSURES OF YOUR INVESTMENT.

(g)

THE BONDS WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE, NOR DO WE HAVE PLANS TO ESTABLISH ANY KIND OF TRADING PLATFORM TO ASSIST INVESTORS WHO WISH TO SELL THEIR BONDS. THERE IS NO PUBLIC MARKET FOR THE BONDS, AND NONE IS EXPECTED TO DEVELOP. BONDS MAY BE SUBJECT TO TRANSFER RESTRICTIONS. NO LIQUID MARKET FOR THE BONDS IS EXPECTED TO DEVELOP.

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(h)

THE BONDS WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

(i)

WORTHY MAY CHARGE INVESTORS UP TO A 1% SERVICING FEE ON THE TRANSFER OF BONDS, WHICH CHARGE WOULD ONLY BE MADE AGAINST ACCRUED INTEREST. THE SERVICING FEE IS SUBJECT TO CHANGE.

(j)

WE WILL ISSUE THE BONDS ONLY IN ELECTRONIC FORM. INVESTORS WILL BE REQUIRED TO HOLD THEIR BONDS THROUGH WORTHY'S ELECTRONIC BOND REGISTER.

(k)

YOU WILL NOT RECEIVE ANY PAYMENTS WE MAY RECEIVE AFTER THE MATURITY DATE OF YOUR BOND. EACH BOND WILL MATURE ON THE MATURITY DATE, UNLESS WORTHY EXERCISES ITS OPTION TO CALL THE BOND PRIOR TO ITS MATURITY DATE.

(l)

WORTHY HAS INCURRED NET LOSSES IN THE PAST AND EXPECTS TO INCUR NET LOSSES IN THE FUTURE.

(m)

IF THE SECURITY OF OUR INVESTORS' CONFIDENTIAL INFORMATION STORAGE SYSTEMS IS BREACHED OR OTHERWISE SUBJECTED TO UNAUTHORIZED ACCESS, YOUR SECURE INFORMATION MAY BE STOLEN.

(n)

THE BONDS WILL NOT RESTRICT OUR ABILITY TO INCUR ADDITIONAL INDEBTEDNESS.

You and Worthy agree that the Bonds are intended to be indebtedness of Worthy for U.S. federal income tax purposes. You agree that you will not take any position inconsistent with such treatment of the Bonds for tax, accounting, or other purposes, unless required by law. You further acknowledge that the Bonds will be subject to the original issue discount rules of the Internal Revenue Code of 1986, as amended. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any Bonds you purchase.

5.

YOUR ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES, AND COVENANTS.

(a)

You represent and warrant (a) you will not investment more than 10% of your annual income or net worth (whichever is greater) as those terms are defined in Rule 251(d)(2)(i)(C) of Regulation A, (b) that you satisfy any additional minimum financial suitability standards applicable to the state in which you reside, and (c) that you covenant that you will abide by the maximum investment limits, as set forth below or as may be set forth on the Site. You agree to provide any additional documentation reasonably requested by us, as may be required by the securities administrators or regulators of the federal government or of any state, to confirm that you meet such minimum financial suitability standards and have satisfied any maximum investment limits. You understand that the Bonds will not be listed on any securities exchange, that there will be no trading platform for the Bonds, and that Bond purchasers should be prepared to hold the Bonds they purchase until the Bonds mature.

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(b)

You further represent and warrant to Worthy, as of the date of this Agreement and as of any date that you commit to purchase Bonds that: (i) you have the power to enter into and perform your obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by you; and (iii) in connection with this Agreement, you have complied in all material respects with application federal, state and local laws.

(c)

You also acknowledge that (i) should you withdraw an aggregate amount of funds from your account greater than $50,000.00 in any thirty day (30) period, Worthy may take up to thirty (30) days to process the payment and remit the funds back to your account, and (ii) that all funds in your account withdrawn prior to the maturity date may be subject to a processing fee. Worthy reserves the right to waive the processing fee at its discretion from time to time for any reason, e.g., anniversary of the investment, promotional periods for investing with Worthy, etc.

6.

WORTHY PEER CAPITAL, INC. REPRESENTATIONS AND WARRANTIES.  Worthy Peer Capital, Inc. represents and warrants to you, as of the date of this agreement and as of any date that you commit to purchase Bonds, that: (a) it is duly organized and validly existing as a corporation in good standing under the laws of Delaware and have corporate power to enter into and perform its obligations under this agreement; (b) this agreement has been duly authorized, executed, and delivered; (c) the Bonds have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication, and delivery to you, will constitute valid and binding obligations of Worthy Peer Capital, Inc., enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, or other laws; (d) Worthy Peer Capital, Inc. has complied in all material respects with applicable federal, state, and local laws in connection with the offer and sale of the Bonds; and (e) in connection with this Agreement, you have complied in all material respects with applicable federal, state and local laws.

7.

YOUR REPRESENTATIONS AND WARRANTIES.  You represent and warrant to Worthy, as of the date of this Agreement and as of any date that you commit to purchase Bonds that (i) you have the power to enter into and perform your obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by you; and in connection with this Agreement, you have complied in all material respects with application federal, state and local laws.

8.

NO ADVISORY RELATIONSHIP. YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE AND SALE OF THE BONDS PURSUANT TO THIS AGREEMENT IS AN ARMS-LENGTH TRANSACTION BETWEEN YOU AND WORTHY. IN CONNECTION WITH THE PURCHASE AND SALE OF THE BONDS, WORTHY IS NOT ACTING AS YOUR AGENT OR FIDUCIARY. WORTHY ASSUMES NO ADVISORY OR FIDUCIARY RESPONSIBILITY IN YOUR FAVOR IN CONNECTION WITH THE PURCHASE AND SALE OF THE BONDS. WORTHY HAS NOT PROVIDED YOU WITH ANY LEGAL, ACCOUNTING, REGULATORY, OR TAX ADVICE WITH RESPECT TO THE BONDS. YOU HAVE CONSULTED YOUR OWN LEGAL, ACCOUNTING, REGULATORY, AND TAX ADVISORS TO THE EXTENT YOU HAVE DEEMED APPROPRIATE.

9.

LIMITATIONS ON DAMAGES.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THIS AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE, OR LOCAL TAX LIABILITY OF THE OTHER.

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10.

FURTHER ASSURANCES. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this agreement.

11.

CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES. Because Worthy operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via the site or to the email address you provide to us. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to you or our rights, obligations, or services under this Agreement (each, a “Disclosure”). The decision to do business with us electronically is yours. This document informs you of your rights concerning disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically through worthybonds.com either on our website or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

Consenting to Do Business Electronically. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.

Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

How to Contact Us regarding Electronic Disclosures. You can contact us via email at suppport@worthybonds.com or in writing to Worthy Peer Capital, Inc., 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida  33431.

You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to support@ worthybonds.com or calling (561) 948-1003. You also agree to update your registered residence address and telephone number on the web site if they change.

You will print a copy of this Agreement for your records. You agree and acknowledge that you can access, receive, and retain all Disclosures electronically sent via email or posted on the Site.

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12.

NOTICES.  All notices, requests, demands, required disclosures, and other communications to you from Worthy will be transmitted to you only by email to the email address you have registered on the site or will be posted on the site, and shall be deemed to have been duly given and effective upon transmission or posting. If your registered email address changes, you must notify Worthy promptly. You also agree to promptly update your registered residence/mailing address on the site if you change your residence. You shall send all notices or other communications required to be given hereunder to worthy via email at support@worthybonds.com or in writing to Worthy Peer Capital, Inc., 4400 North Federal Highway, Suite 210-12, Boca Raton, Florida 33431. You may call Worthy at (561) 948-1003, but calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights.

13.

MISCELLANEOUS.  We reserve the right to make changes to this agreement from time to time, and we will send or post electronic notice of such changes with ten days of the change(s). You understand and agree that these terms are subject to change.

The terms of this Agreement shall survive until the maturity of the Bonds purchased by you. The parties stipulate that there are no third-party beneficiaries to this Agreement. You may not assign, transfer, sublicense, or otherwise delegate your rights or responsibilities under this Agreement to any person without prior written consent from Worthy. Any such assignment, transfer, sublicense, or delegation in violation of this section shall be null and void. This Agreement shall be governed by the laws of the State of Florida without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by Worthy to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time subsequent to the date hereof, any of the provisions of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Agreement. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.

14.

NOTICE OF DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION/CLASS ARBITRATION WAIVER.

(a)

IMPORTANT: PLEASE READ CAREFULLY. THE FOLLOWING PROVISION (“ARBITRATION PROVISION”) CONSTITUTES A BINDING AGREEMENT THAT LIMITS CERTAIN RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS. THAT MEANS THAT, IN THE EVENT THAT YOU HAVE A COMPLAINT AGAINST WORTHY THAT THE WORTHY IS UNABLE TO RESOLVE TO YOUR SATISFACTION, YOU AND WORTHY AGREE TO RESOLVE YOUR DISPUTE THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF THROUGH COURTS OF GENERAL JURISDICTION OR THROUGH A CLASS ACTION. BY ENTERING INTO THIS AGREEMENT, YOU AND WORTHY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION, EXCEPT IN CASES THAT INVOLVE PERSONAL INJURY.

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(b)

“Claim” shall mean any dispute or controversy arising out of or relating to this Agreement, your use of the Worthy site, and/or the transactions, activities, or relationships that involve, lead to, or result from any of the foregoing, (except for cases pending in Small Claims Court as provided in Section 14(h) below, or claims for personal injury). Claims include, but not limited to breach of contract, fraud, misrepresentation, express or implied warranty, and equitable, injunctive, or declaratory relief, as well as claims relating to loan servicing, credit/collections, and securities matters, regardless of the originating source (common law, statute, constitution, regulation, etc.). Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise and include those brought by or against your assigns, heirs, or beneficiaries.

(c)

Either party to this Agreement has the right to require binding arbitration as the sole and exclusive forum and remedy for resolution of a claim between you and Worthy. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”). The procedure shall be governed by the AAA Commercial Rules, and the parties stipulate that the law of the State of Florida applies, without regard to conflict-of-law principles. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to controlling law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. Arbitration shall take place in Palm Beach County, Florida, within the U.S. Southern District of Florida, or in such location as agreed upon by the parties.

(d)

Absent agreement among the parties, the presiding arbitrator shall determine how to allocate the fees and costs of arbitration among the parties according to the administrator's rules or in accordance with controlling law if contrary to those rules. Each party shall bear the expense of that party's attorneys, experts, and witnesses, regardless of which party prevails in the arbitration, unless controlling law provides a right for the prevailing party to recover fees and costs from the other party. Notwithstanding the foregoing, if the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), we shall not be required to pay any fees or costs of the arbitration proceeding, and any previously paid fees or costs shall be reimbursed by you.

(e)

If the amount in controversy exceeds $50,000, any party may appeal the arbitrator's award to a three-arbitrator panel within 30 days of the final award. Additionally, in the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The three-arbitrator panel may consider all of the evidence and issue a new award, and the panel does not have to adopt or give any weight to the first arbitrator's findings of fact or conclusion. This is called “de novo” review. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (FAA), and may be entered as a judgment in any court of competent jurisdiction.

(f)

The parties agree that this Arbitration Provision is made pursuant to a transaction between you and Worthy that involves and affects interstate commerce and therefore shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by the law of the State of Florida, subject to the limitations set forth in this Agreement. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The parties also agree that the proceedings shall be confidential to protect intellectual property rights.

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(g)

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING AN ARBITRATION OPT-OUT NOTICE TO WORTHY PEER CAPITAL, INC., 4400 NORTH FEDERAL HIGHWAY, SUITE 210-12, BOCA RATON, FLORIDA 33431, THAT IS RECEIVED AT THIS ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THIS FORM. YOUR OPT-OUT NOTICE MUST CLEARLY STATE THAT YOU ARE REJECTING ARBITRATION; IDENTIFY THE AGREEMENT TO WHICH IT APPLIES BY DATE; PROVIDE YOUR NAME, ADDRESS, AND SOCIAL SECURITY NUMBER; AND BE SIGNED BY YOU. YOUR MAY CONVEY THE OPT-OUT NOTICE BY U.S. MAIL OR ANY PRIVATE MAIL CARRIER (E.G. FEDERAL EXPRESS, UNITED PARCEL SERVICE, DHL EXPRESS, ETC.), SO LONG AS IT IS RECEIVED AT THE ABOVE MAILING ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF THE NOTICE IS SENT BY A THIRD PARTY, SUCH THIRD PARTY MUST INCLUDE EVIDENCE OF HIS OR HER LEGAL AUTHORITY TO SUBMIT THE OPT-OUT NOTICE ON YOUR BEHALF. IF YOUR OPT-OUT NOTICE IS NOT RECEIVED WITHIN 30 DAYS, YOU WILL BE DEEMED TO HAVE ACCEPTED ALL TERMS OF THIS ARBITRATION AGREEMENT.

(h)

Worthy agrees not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration.

(i)

This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or Bond or any other promissory Bond(s) which you owe, or any amounts owed on such loans or Bonds, to any other person or entity. If any portion of this Arbitration Provision other than the prohibitions on class arbitration in Sections 14(a) and 14(h) is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the other provisions of this Arbitration Provision or this Agreement; if the prohibition on class arbitration is deemed invalid, however, then this entire Arbitration Agreement shall be null and void.

(j)

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENTS RELATED THERETO.

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15.

ENTIRE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND WORTHY REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS, PROMISES AND PROPOSALS, WHETHER ORAL, WRITTEN OR ELECTRONIC, BETWEEN US.

16.

HEADINGS. ALL SECTION HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT MODIFY OR AFFECT THE MEANING, CONSTRUCTION, OR INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.

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Exhibit 12.1